EDINBURGH WORLDWIDE INVESTMENT TRUST

A defining moment.
End the Saba uncertainty.

VOTE FOR THE TENDER OFFER

March 2026

You must act now to protect YOUR interests – there is a high probability that Saba could take control of the Company before the end of April 2026 at the AGM.
If you wish to receive a significant initial cash exit and have retained exposure to SpaceX before this happens, you must take two separate actions:
(i) VOTE FOR the Tender Offer resolution; and
(ii) ELECT TO TENDER 100 per cent. of your Shares.
Failure to complete both steps may result in you remaining invested in a Saba controlled vehicle with an entirely different investment strategy.
All Directors will VOTE FOR the Tender Offer and ELECT TO TENDER all of their Shares.

Instructions on how to vote are set out on page 10 of this document and at TrustEWIT.com

Instructions on how to tender your Shares are set out on page 11 of this document and at TrustEWIT.com

If you need any further information about how to vote or tender your Shares please contact:

+44 (0) 7748 491 929 (Georgeson)
(Monday to Friday 9 a.m. to 5 p.m.)
0800 917 2113 (Baillie Gifford)
(Monday to Friday 8.30 a.m. to 5.30 p.m.)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser in your own jurisdiction.

If you have sold or otherwise transferred all of your Shares in Edinburgh Worldwide Investment Trust plc (the Company or EWIT), please send this document, (but not the accompanying personalised BLUE Form of Proxy or personalised GOLD Tender Form), as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, the distribution of this document and any of the accompanying documents in jurisdictions other than the United Kingdom, including the Restricted Jurisdictions, may be restricted by law and therefore persons into whose possession this document or any of the accompanying documents come should inform themselves about and observe those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. The Tender Offer is not being made in the Restricted Jurisdictions or to Sanctions Restricted Persons.

EDINBURGH WORLDWIDE INVESTMENT TRUST PLC

(Incorporated and registered in Scotland with registered number SC184775)

(Registered as an investment company under section 833 of the Companies Act 2006)

Notice of General Meeting

Tender Offer for up to 100 per cent. of the issued share capital

and

Unanimous recommendation of the Board to VOTE IN FAVOUR of the Resolution to approve the proposed Tender Offer

YOUR VOTE IS IMPORTANT – ACT NOW

This document contains information relating to TWO different Shareholder actions with TWO different forms enclosed:

(i) BLUE Form of Proxy to vote; and
(ii) GOLD Tender Form to tender some or all of your Shares.

All Shareholders are strongly encouraged to VOTE IN FAVOUR of the Resolution set out in the Notice of General Meeting by using the enclosed BLUE Form of Proxy or by voting online. It is the Board's recommendation that Shareholders should vote, regardless of their intention to tender their Shares or not.

It is important that you complete and return the BLUE Form of Proxy, appoint a proxy or proxies electronically or use the CREST electronic voting service in the manner referred to below, as soon as possible (and by 2.00 p.m. on 8 April 2026 at the latest).

If you wish to tender your Shares and exit the Company you should complete and return the GOLD Tender Form or transmit the appropriate CREST transfer to escrow instruction (as described in Part 4 of this document) as soon as possible (and by 1.00 p.m. on 16 April 2026 at the latest).

PLEASE NOTE THAT PLATFORM DEADLINES FOR VOTING MAY BE AS EARLY AS 30 MARCH 2026. IT SHOULD ALSO BE NOTED THAT THE VOTING DEADLINE CLOSES IMMEDIATELY AFTER THE EASTER BANK HOLIDAY WEEKEND AND WE ADVISE THAT ALL SHAREHOLDERS CAST THEIR VOTES AS EARLY AS POSSIBLE.

Voting

Notice of the General Meeting of the Company to be held at 2.00 p.m. on 10 April 2026 at the offices of Dentons UK and Middle East LLP at One Fleet Place, London, EC4M 7RA is set out at the end of this document. Shareholders of the Company are requested to return the BLUE Form of Proxy accompanying this document for use at the General Meeting. Those who do not hold their Shares directly (including those who have invested through investor platforms, such as Hargreaves Lansdown, Interactive Investor and AJ Bell) are encouraged to instruct their nominee to vote on their behalf in good time, to ensure that their votes, which are important to the Company, are received and taken into account. If investor platforms have provided separate instructions on how votes should be submitted and the deadline for receipt of such instructions, please note those instructions and also note that the deadline is likely to be earlier than the time and date for receipt of the BLUE Form of Proxy set out below.

For those who do hold their Shares directly, in order for the BLUE Form of Proxy accompanying this document to be valid, it must be completed and returned, in accordance with the instructions printed on it, so as to be received by the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH as soon as possible, but in any event by not later than 2.00 p.m. on 8 April 2026.

If you hold your Shares in uncertificated form (i.e. in CREST) you may appoint a proxy for the General Meeting by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual issued by Euroclear so that it is received by the Registrar (under CREST Participation ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in the notice of General Meeting. For this purpose, the time of the receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

It is important that you complete and return the Form of Proxy, appoint a proxy or proxies electronically or use the CREST electronic voting service in the manner referred to above, as soon as possible.

The Tender Offer

Also enclosed with this document is a GOLD Tender Form for use by Shareholders who hold their Shares in certificated form and who wish to tender some or all of their Shares in connection with the Tender Offer. To be effective, the GOLD Tender Form must be returned to the Receiving Agent, Computershare Investor Services PLC, by not later than 1.00 p.m. on 16 April 2026. Shareholders who hold their Shares in certificated form should also return their Share certificate(s) and/or other document(s) of title or an indemnity acceptable to Deutsche Numis in lieu thereof in respect of the Shares tendered.

The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand (other than to Wholesale Investors), or the Republic of South Africa, and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility from within Australia, Canada, Japan, New Zealand (other than to Wholesale Investors), or the Republic of South Africa.

This document does not constitute an offer to purchase, or solicitation of an offer to purchase, shares in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws.

The Tender Offer is not being made to Sanctions Restricted Persons.

Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return a GOLD Tender Form but should transmit the appropriate transfer to escrow in CREST as described in Part 4 of this document as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 16 April 2026.

The Tender Offer will only be available to those Shareholders whose names appear on the Register as at 6.00 p.m. on 16 April 2026 in respect of Shares held by them as at that date.

IF YOU WISH TO SELL ANY OF YOUR SHARES IN THE TENDER OFFER, COMPLETE AND RETURN THE GOLD TENDER FORM OR SUBMIT A CREST TRANSFER TO ESCROW INSTRUCTION (TTE INSTRUCTION) (AS APPLICABLE).

THE DIRECTORS INTEND TO TENDER ALL SHARES WHICH THEY HOLD.

Your attention is drawn to the sections headed "Action to be Taken by Shareholders in respect of (1) the Resolution and (2) the Tender Offer" on pages 10 and 11 of this document.

Your attention is also drawn to the letter from the Chair of the Company on pages 5 and 6 of this document, which contains the recommendation of the Board that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR ANY U.S. STATE SECURITIES COMMISSION, HAS APPROVED OR DISAPPROVED OF THE TENDER OFFER OR ANY RELATED TRANSACTION OR DETERMINED IF THE INFORMATION CONTAINED HEREIN OR IN ANY OFFERING CIRCULAR TO BE PREPARED IN CONNECTION WITH THE TENDER OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The New Zealand Financial Markets Conduct Regulations 2014 normally require people who make unsolicited offers to acquire listed securities from persons in New Zealand to meet certain specific disclosure and offer requirements. The usual rules do not apply to the Tender Offer because it is only made, in New Zealand, to persons who are Wholesale Investors. As a result, New Zealand Shareholders may not receive a complete and balanced set of information. New Zealand Shareholders will also have fewer other legal protections for this transaction. Offers of this kind are not suitable for retail investors in New Zealand. New Zealand Shareholders should ask questions, read all documents carefully, and seek independent financial advice before committing to the Tender Offer.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG (trading as Deutsche Numis) is registered in the register of the companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21 Moorfields, London EC2Y 9DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Numis is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority.

Deutsche Numis is acting exclusively for the Company and is not advising any other person or treating any other person as its client in relation to the proposals or the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Deutsche Numis nor for providing advice in relation to the Tender Offer or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Deutsche Numis may have under FSMA or the regulatory regime established thereunder.

The Tender Offer is being made in the United States by Deutsche Bank Securities Inc., acting as nominee for Deutsche Numis, and no-one else.

CONTENTS

Page

PART 1 – LETTER FROM THE CHAIR ... 5
SUMMARY ... 7
EXPECTED TIMETABLE ... 8
ACTION TO BE TAKEN BY SHAREHOLDERS IN RESPECT OF
(1) THE RESOLUTION AND (2) THE TENDER OFFER ... 10
NOTICE TO U.S. SHAREHOLDERS ... 12
PART 2 – FURTHER DETAILS ON THE TENDER OFFER ... 13
PART 3 – LETTER FROM DEUTSCHE NUMIS ... 22
PART 4 – TERMS AND CONDITIONS OF THE TENDER OFFER ... 27
PART 5 – RISK FACTORS ... 43
PART 6 – UK TAXATION ... 49
PART 7 – ADDITIONAL INFORMATION ... 50
PART 8 – DEFINITIONS ... 52
PART 9 – NOTICE OF A GENERAL MEETING ... 59

PART 1 – LETTER FROM THE CHAIR

EDINBURGH WORLDWIDE INVESTMENT TRUST PLC

(Incorporated and registered in Scotland with registered number SC184775)

(Registered as an investment company under section 833 of the Companies Act 2006)

Directors
Jonathan Simpson-Dent (Chair)
Gregory Eckersley
Mary Gunn
Jane McCracken
Caroline Roxburgh
Mungo Wilson

Registered office:
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN

16 March 2026

Act now to protect your investment before Saba takes control

Dear Shareholders,

Your trust remains under persistent attack from Saba. Together, we find ourselves at a defining moment regarding the future of Edinburgh Worldwide. Over the last two years, your Board has been relentlessly focused on validating and evolving the strategy of this unique trust to unlock the performance that you rightly expect. Our Path for Growth strategy is delivering – your investment is now worth significantly more than it was two years ago.

During this period of turnaround and renewed momentum, your Board has also had to confront repeated attempts by Saba to take control of the Company. Your Company today is owned by two very distinct shareholder groups with fundamentally different objectives. Twice now, the majority of non-Saba Shareholders have made their position clear, endorsing Edinburgh Worldwide’s unique and exciting mandate and rejecting the alternative offered by Saba.

Saba has confirmed its intentions and its control agenda

Saba has confirmed its objectives in our recent discussions. It wants a new board which it expects to appoint a new manager. Saba has a clear desire to assume control of the Company’s management in order to pursue its own commercial objectives and to alter the investment mandate away from long-term global technological innovation and into what we understand will be opportunistic investment trust discount trading. Saba will not back down until it has broken the status quo and grabbed control of the Company’s agenda and future direction.

The regulatory framework will not protect you in this situation

Under existing rules and legislation, a minority shareholder like Saba is not prevented from replacing an entire board with its own nominees who can then appoint their proposer as manager without proper conflict of interest scrutiny. While we have helped to galvanise the FCA into a review of these issues, any regulatory reform that creates a more democratic framework for shareholders will take time to implement, well beyond the short and repeated cycles of Saba’s attacks.

A change of control is highly probable

The Tender Offer we are proposing is carefully timed to pre-empt the high probability of a change of control in the coming weeks that would take your Company down a very different path. Our detailed analysis concludes that Saba is likely to succeed in imposing its new board at the Company’s AGM which has to be held before the end of April. Shareholders must ask themselves – is this the future you want for your investment?

Your Board believes you have a right to choose

This Tender Offer gives you a choice. Do you want to realise value from your investment before a likely change of control, or do you want to remain invested and see how the Company evolves under Saba’s influence and control.

Our proposed Tender Offer gives you the freedom to opt out, to take a significant initial cash exit, while importantly retaining exposure to any future upside in the Company’s largest investment, SpaceX. The same cannot be said for the proposed Saba tender offer which we believe means you will be expected to walk away from SpaceX at its previous valuation.

All other reasonable options with Saba have been exhausted

This is not a situation your Board wished to reach. Shareholders have already expressed their views twice, and the Board has exhausted every reasonable and equitable solution with Saba. While it is clear that most of you did not want this outcome. Saba’s continued actions as a minority shareholder are exploiting weaknesses in the regulatory framework in order to force a fundamentally different direction for the Company. We can only hold back the tide for so long and we believe we are now at the end of the road – this decisive solution gives you a choice to opt out. This Tender Offer represents the culmination of all other avenues being explored and reflects our expectation that a change of control is likely in the very near future.

You need to take action now if you want the option to tender your shares

You need to act twice. First, you need to vote for the tender. You will only have the opportunity to take advantage of this offer and to opt out if more than 50 per cent. of votes cast at the General Meeting support the proposal. Given Saba’s 30 per cent. shareholding, achieving this will require strong participation, at least comparable to the turnout in January.

Second, you need to consider your own position carefully. Do you want to remain invested under Saba’s control, or do you want an option to get out now at a fair value?

Your Board recommends that you vote in favour of the tender

The Board believes that this Tender Offer and the Resolution to be proposed at the General Meeting are in the best interests of the Company and of 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 (regardless of your intention to tender your Shares).

I, along with all of the directors, intend to vote in favour of this proposal and to tender all of our shareholdings. Whether, and to what extent, you choose to do the same will depend on your individual financial and tax circumstances, your views on the Company’s prospects, and your investment priorities.

You are encouraged to review the risk factors set out in Part 5 of this document. If you are in any doubt as to the contents of this document or as to the action you should take, you should consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under FSMA if they are in the United Kingdom or, if not, from another appropriately authorised financial adviser in their own jurisdiction without delay.

A defining moment.

End the Saba uncertainty.

Vote FOR the tender offer.

Sincerely yours,

Jonathan Simpson-Dent
Chair

SUMMARY

This summary is derived from and should be read in conjunction with the full text of this document. Shareholders should read this document in its entirety before deciding what action they should take.

The Board is offering all Eligible Shareholders the option to sell up to 100 per cent. of their Shares for cash.
Action 1: The Tender Offer requires approval from Shareholders with more than 50 per cent. of votes cast needing to be in favour of the Resolution.
The Directors recommend that all Shareholders vote in favour of the Resolution to approve the Tender Offer.
All of the Directors intend to vote in favour of the Resolution.
Action 2: In addition to voting in favour of the Resolution, Shareholders need to actively take steps to participate in the Tender Offer (in accordance with the procedures set out in this document) in order for their Shares to be sold.
All of the Directors intend to tender their Shares under the Tender Offer.
The option to sell is being satisfied by the Tender Offer and Tender Pool mechanism set out in this document.
Shareholders will receive an initial cash payment at the beginning of May, depending on the value of the listed equities within the Tender Pool at the time of the Initial Payment.
The remaining proportion of their Tendered Shares will remain exposed to their pro rata entitlement of SpaceX, in relation to which it is anticipated that there will be a crystallisation event within the next 12 months after which Shareholders would receive a final cash payment.
The Tender Prices for each Payment will be based on the Net Asset Value of the Tender Pool as at the dates of the relevant Payments, including reflecting any value changes in the SpaceX holding, less certain costs. The Initial Payment will be made in respect of the liquid holdings of the Tender Pool, while subsequent Payments will be made only in respect of the Tender Pool's allocation of SpaceX.
Shareholders should carefully review the risks of the Tender Offer set out in Part 5 and in particular:

For Tendering Shareholders:

Future SpaceX value realisation – It may take some time to realise the investment in SpaceX allocated to the Tender Pool after the Initial Payment and it will be subject to any value changes in the SpaceX holding. Shareholders will not be able to sell their Tendered Shares on the stock market during that period.
Tender elections may need to be scaled back to the extent the Board reasonably believes necessary if the Scale Back Requirement is triggered.
Any payment may also be subject to scale back if the Company does not have sufficient distributable reserves to make the relevant Payment in full.
The Tender Offer is dependent on the vote at the General Meeting being passed by more than 50 per cent. votes cast. If the Resolution is not passed at the General Meeting the Tender Offer will not progress.

For remaining Shareholders:

Shareholders remaining invested in the Company post the Tender Offer will be in a significantly smaller Company with a probable change of the Board and in which Saba may potentially hold a controlling interest.
The remaining Company is likely to have a far higher exposure to illiquid investments with potentially long realisation periods than the carefully constructed and balanced existing portfolio.
There is an uncertain future for Shareholders, including the potential change of manager an unknown board nominated by Saba and a change in the investment mandate.

The Board believes that this Tender Offer and the Resolution to be proposed at the General Meeting are in the best interests of the Company and of its Shareholders as a whole after all other reasonable options with Saba have been exhausted.

EXPECTED TIMETABLE

2026

Publication of this document and Tender Offer opens	16 March
Latest time and date for receipt of BLUE Forms of Proxy for the General Meeting and to vote on the Resolution	2.00 p.m. on 8 April
Record time and date for entitlement to vote at the General Meeting	6.00 p.m. on 8 April
General Meeting	2.00 p.m. on 10 April
Results of General Meeting announced	10 April
Tender Offer closing date: Latest time and date for receipt of GOLD Tender Forms and submission of TTE Instructions from Eligible Shareholders	1.00 p.m. on 16 April
Record Date for participation in the Tender Offer	6.00 p.m. on 16 April
Calculation Date for the Tender Offer	close of business on 16 April
Establishment of Tender Pool and Continuing Pool and realisation of Tender Pool commences	17 April
Results of Tender Offer Elections	17 April

Timetable in respect of the Initial Payment

Tender Price for Initial Payment announced	Expected to be on 28 April
Acquisition by Deutsche Numis, and repurchase by the Company from Deutsche Numis of the relevant number of Tendered Shares	30 April
Payments through CREST made in respect of the relevant number of Tendered Shares held in uncertificated form	on or around 5 May
Cheques despatched in respect of the relevant number of Tendered Shares held in certificated form	the week beginning 5 May

Timetable in respect of a SpaceX Payment

Tender Price for the SpaceX Payment announced and payment date announced	as soon as practicable following SpaceX Crystallisation Event
Acquisition by Deutsche Numis, and repurchase by the Company from Deutsche Numis of the relevant number of Tendered Shares	within 10 Business Days from the announcement of a SpaceX Payment
Payments through CREST made in respect of the relevant number of Tendered Shares held in uncertificated form	within 10 Business Days from the announcement of a SpaceX Payment
Cheques despatched in respect of the relevant number of Tendered Shares held in certificated form	within 10 Business Days from the announcement of a SpaceX Payment
New Share certificates for balance of Shares despatched (as applicable)	Following the Final SpaceX Payment

Timetable if no SpaceX Crystallisation Event or not all SpaceX in Tender Pool has been realised

Longstop Date for the Final SpaceX Payment
31 December 2027

Shares released from escrow and Continuing Pool and Tender Pool closed. New Share certificates for balance of Shares despatched.
Within 10 Business Days from the Longstop Date

PLEASE NOTE THAT EARLIER VOTING AND TENDER OFFER DEADLINES ARE LIKELY TO APPLY TO ELIGIBLE SHAREHOLDERS THAT HOLD THEIR SHARES THROUGH AN INVESTOR PLATFORM. THIS COULD BE AS EARLY AS 30 MARCH 2026. NOTE THAT THE VOTING DEADLINE FOR THE GENERAL MEETING FALLS IMMEDIATELY AFTER THE EASTER BANK HOLIDAY WEEKEND AND WE ADVISE THAT ALL SHAREHOLDERS CAST THEIR VOTES IN EARLY COURSE.

Note: All references to time in this document are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting and the return of the BLUE Form of Proxy) may be extended or brought forward. If any of the above times or dates change, such that the General Meeting needs to be adjourned, the revised time and/or date will be notified to Shareholders by an announcement through a Regulatory Information Service. In particular, the realisation period for the Tender Pool will depend on the market environment and size of the Tender Pool, and the Company will provide an update by way of an RIS announcement if the Directors in their absolute discretion decide to make a Payment and/or once all of the assets within the Tender Pool have been realised with the applicable Tender Price and relevant Payment date being advised at that time.

ACTION TO BE TAKEN BY SHAREHOLDERS IN RESPECT OF (1) THE RESOLUTION AND (2) THE TENDER OFFER

Only Eligible Shareholders whose names appear on the Register as at 6.00 p.m. on 16 April 2026 are able to participate in the Tender Offer in respect of the Shares held by them as at that date. You should read the whole of this document which contains the terms of the Tender Offer, not just this section, when deciding what action to take.

(1) THE RESOLUTION: HOW TO VOTE ON THE RESOLUTION AT THE GENERAL MEETING

If you hold your Shares in CERTIFICATED form

by completing and signing the BLUE Form of Proxy for use in relation to the General Meeting in accordance with the instructions printed thereon and returning it by post, courier or (during normal business hours only) by hand

If you hold your Shares through CREST

by using the CREST electronic voting service in accordance with the procedures set out in the notes to the Notice of General Meeting at the end of this document

If you hold your Shares through a platform (such as Hargreaves Lansdown, Interactive Investor or AJ Bell)

contact your platform or share plan provider directly to make arrangements. Further details of how to vote if you hold your Shares via a platform or share plan provider are available at https://www.theaic.co.uk/shareholder-voting-consumer-platforms. Details of how to vote on each platform can be found in our guide at www.trustEWIT.com or by contacting Georgeson on the details set out below

THE BOARD STRONGLY ENCOURAGES ALL SHAREHOLDERS TO VOTE IN FAVOUR OF THE RESOLUTION SET OUT IN THE NOTICE OF GENERAL MEETING BY USING THE ENCLOSED BLUE FORM OF PROXY OR THROUGH THE CREST ELECTRONIC SERVICE (AS APPLICABLE).

In each case, to be valid, proxy appointments must be completed in accordance with the relevant instructions and transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 2.00 p.m. on 8 April 2026 (or, if the General Meeting is adjourned, 48 hours (excluding non-Business Days) prior to the adjourned General Meeting).

Appointing a proxy electronically, or completing, signing and returning a hard copy Form of Proxy will not preclude a Shareholder from attending and voting at the General Meeting in person, should they wish to do so.

PLEASE NOTE THAT EARLIER VOTING DEADLINES ARE LIKELY TO APPLY TO SHAREHOLDERS THAT HOLD THEIR SHARES THROUGH AN INVESTOR PLATFORM. THIS COULD BE AS EARLY AS 30 MARCH 2026.

(2) THE TENDER OFFER:

SHAREHOLDERS THAT WISH TO TENDER ALL OR ANY OF THEIR SHARES

If you hold your Shares in CERTIFICATED form and wish to fully or partially sell your Shares (as held as at the Record Date) under the Tender Offer

→ Complete and return your GOLD Tender Form together with your Share certificate(s) and/or other document(s) of title in the reply-paid envelope provided (for use in the UK only) to the Receiving Agent as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 16 April 2026

If you hold your Shares in UNCERTIFICATED form and wish to fully or partially sell your Shares (as held as at the Record Date) under the Tender Offer

→ Submit the appropriate TTE Instruction as set out in paragraph 5.2 of Part 4 of this document to the Receiving Agent by no later than 1.00 p.m. on 16 April 2026

If you hold your Shares through a platform

→ by logging into the relevant platform. Details of how to vote on each platform can be found in our guide at www.trustEWIT.com or by contacting Georgeson on the details set out below

PLEASE NOTE THAT EARLIER TENDER OFFER DEADLINES ARE LIKELY TO APPLY TO ELIGIBLE SHAREHOLDERS THAT HOLD THEIR SHARES THROUGH AN INVESTOR PLATFORM. THIS COULD BE AS EARLY AS 8 APRIL2026.

If you have any queries in relation to your shareholding(s) in the Company, please call the Registrar's Shareholder Helpline on +44 (0) 370 707 1643. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

Our proxy advisors, Georgeson can be contacted via email (at [email protected]) or by telephone on +44 (0) 7748 491 929 (Monday to Friday 9 a.m. to 5 p.m.).

NOTICE TO U.S. SHAREHOLDERS

The Tender Offer relates to securities in a non-U.S. company, which is incorporated in Scotland and with a listing on the Main Market of the London Stock Exchange and is subject to the disclosure and procedural requirements, rules and practices applicable to companies listed in the United Kingdom, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which differ from those of the United States in certain material respects.

This document has been prepared in accordance with UK style and practice for the purpose of complying with the laws of Scotland, the UK Listing Rules and the rules of the London Stock Exchange. U.S. Shareholders should read this entire document. Any financial information relating to the Company has been prepared in accordance with UK GAAP (including FRS 102 and SORP), but has not been prepared in accordance with generally accepted accounting principles in the United States; thus, it may not be comparable to financial information relating to U.S. companies. The Tender Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under the Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the UK Listing Rules of the Financial Conduct Authority. Accordingly, the Tender Offer is subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures. U.S. Shareholders should note that the Company is not listed on a U.S. securities exchange, subject to the periodic reporting requirements of the Exchange Act or required to, and does not, file any reports with the SEC thereunder. The Tender Offer is made to U.S. Shareholders on the terms and conditions that are no less favourable than as those made to all other Shareholders whom an offer is made and any informational documents are disseminated to U.S. Shareholders on a basis comparable to the method that such documents are provided to other Shareholders, subject to applicable law and regulatory requirements.

It may be difficult for U.S. Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under U.S. federal securities laws since the Company is located outside the United States and its officers and Directors reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or Directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment. Judgments of U.S. courts are generally not enforceable in the UK. In addition, original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws, may not be enforceable in the UK.

To the extent permitted by applicable law and in accordance with regulations, the Company, Deutsche Numis, or any of their affiliates may from time to time, directly or indirectly, make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by Deutsche Numis acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent permitted by applicable law and regulations, and subject to compliance with the conditions of Rule 14e-5 and any available exemption thereunder (including, Rule 14e-5(b)(12)), such purchases, or arrangements to purchase, will be effected outside the United States and made in compliance with applicable UK law and regulation, including the UK Listing Rules. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange. To the extent that such information is made public in the United Kingdom, this information will also be publicly available to Shareholders in the United States.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction for U.S. federal income tax purposes. Each U.S. Shareholder should consult and seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any U.S. state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.

PART 2 – THE TENDER OFFER

THE TENDER OFFER AND ACTIONS TO BE TAKEN

1 The Tender Offer

The Board recognises that Saba, as the Company's single largest Shareholder, is entitled to retain its interest in the Company and seek to utilise the rights available to it as a Shareholder. Equally, the Board believes that all Shareholders should be afforded the opportunity of a significant exit at a fair value, including participation in the potential future upside of the Company's largest holding, SpaceX (approximately 17 per cent. of total assets as at the Latest Practicable Date), rather than see that potential value accrue disproportionately to Saba.

Further, the Board has experience of the likely extended timeframe required to reach a liquidity event for its unlisted assets (excluding SpaceX) and the need to ensure Shareholders are not left with an untradeable instrument for a prolonged period of time. The Board refuses to propose a fire sale of these unlisted assets at the expense of other Shareholders to pave the way for Saba's commercial self-interest and therefore has excluded them from the Tender Pool. The Board therefore believes that this proposed Tender Offer is in the best interests of the Shareholders as a whole.

A summary of the Tender Offer is as follows:

The Company will provide an opportunity for Eligible Shareholders to tender up to 100 per cent. of their Shares.
The Company will create a Tender Pool to be realised to fund sales of Tendered Shares, with this pool comprising a proportionate interest in SpaceX and the balance in quoted equities.
The Board commits to an orderly realisation of the Tender Pool assets and a return of capital to those Shareholders who have tendered their Shares.
Eligible Shareholders who tender will receive a cash payment funded from the disposal of the quoted equity component allocated to the Tender Pool with the remainder of their shareholding to be sold for cash later, based on the realised value of their SpaceX interest. By way of illustration as at the Latest Practicable Date Shareholders would have received an initial cash payment in respect of 81 per cent. of their Tendered Shares balancing 19 per cent. of their shareholding, attributable to their interest in SpaceX, held in escrow pending a SpaceX Crystallisation Event. The actual percentages will be determined by the composition of the Tender Pool at the time of the initial purchase under the Tender Offer.
The Board expects a SpaceX Crystallisation Event will be possible within the next 12 months.
The Tender Prices will be based on the Net Asset Value of the Tender Pool as at the dates of the relevant Payments, including reflecting any value changes in the SpaceX holding, but less attributable costs (as set out below) including the costs incurred in realising the assets in the Tender Pool.

Throughout discussions with Saba, including the recent discussions on this Tender Offer, Saba has indicated to the Board its intention to retain a significant interest in EWIT. The position is also consistent with Saba's proposal of 12 February 2026 recommending a 100 per cent. tender offer, which would only be feasible if Saba intended to remain invested in EWIT. However, there can be no certainty as to Saba's future actions.

Tenders of Shares may need to be scaled back on a pro rata basis to the extent the Board reasonably believes necessary if the Scale Back Requirement is triggered. This reflects that an estimated 14 per cent. of the Company's total assets (after the Debt Facilities are repaid) will be invested in Private Investee Companies other than SpaceX which are not suitable for transfer into the Tender Pool as they are not expected to be realisable at a fair value before 31 December 2027. The Scale Back Requirement is estimated to be triggered if between approximately 80 and 85 per cent. of Shares are tendered, depending on the composition of the assets of the Company immediately following the Tender Closing Date. Additionally, purchases of Tendered Shares would need to be scaled back if settlement in full of a Payment would exceed the Company's substantial distributable profits. In either event, Shareholders would retain Shares not sold under the Tender Offer which would be tradeable in the market.

While it is expected that there will be a SpaceX Crystallisation Event in the next 12 months, this is not guaranteed and if such an opportunity does not take place by the Longstop Date the Tendered Shares will be released from escrow and tradeable in the market and the pools will be merged to form the assets of the Company to which all Shareholders will be exposed.

Shareholders should be aware that the proportion of their Tendered Shares attributable to their interest in SpaceX will be held in escrow until value is able to be received for the SpaceX Crystallisation Event which means that Shareholders will not be able to transfer, charge or otherwise dispose of those Tendered Shares during that period. The Tendered Shares will remain in escrow until the Final SpaceX Payment Date, or if later, the Longstop Date. If a SpaceX Crystallisation Event and the related Tendered Shares buyback has not taken place by the Longstop Date those Tendered Shares will be removed from escrow, the Continuing Pool and Tender Pool will be closed and the Tendered Shares will be tradeable as an ordinary Share of EWIT. The value attributable to those Shares will be the NAV per Share of the Company as a whole at that point, that is representing the two merged pools including any remaining other private assets and not just the value of the investment in SpaceX.

The Board notes that, under applicable company law, the Tender Offer requires approval from a simple majority of votes cast and can therefore proceed independent of Saba's support. The Board considers the current situation justifies the use of an ordinary resolution to approve the Tender Offer (rather than a special resolution, as is typically advocated by corporate governance guidelines) in order to provide the fairest outcome for Shareholders as a whole.

2 Difference between the Tender Offer and Saba's suggested cash exit under a new board

Saba's latest proposal to appoint three nominee directors was received only three weeks after Shareholders rejected Saba's previous repeat resolutions. In addition, Saba has suggested that they would recommend to their proposed nominees that they launch a 100 per cent. cash exit offer at NAV less 1 per cent. There are two principal differences between Saba's proposal and the Company's Tender Offer:

The Company's Tender Offer provides Shareholders with access to the potential future value from SpaceX. The Saba proposal would effectively cap tendering Shareholders' exposure to SpaceX to its last liquidity event in December 2025 at a valuation of $800bn with future value appreciation accruing to the non-tendering shareholders, which would likely include Saba.
This Board fully commits to implementing the Company's Tender Offer. Conversely, Saba cannot guarantee the implementation of its proposed cash exit because Saba has repeatedly claimed that its three nominee directors will make decisions independently and could reject the proposal.

3 Future of the Company

The Board draws the attention of Shareholders to the risk factors set out in Part 5 of this document.

The Tender Offer will not be conditional on Saba tendering their Shares. Irrespective of the number of Shares Saba decides to tender:

The Company is expected to be significantly smaller following the Tender Offer.
The Continuing Pool of assets will comprise its proportional interest in SpaceX, but is expected to hold a lower proportion in quoted equities than the Tender Pool, and will contain all of the Private Investee Companies other than SpaceX which are less mature and should be considered illiquid.
Saba may have voting control of the Company through owning an increased percentage of the Shares following the first sale of Tendered Shares, and its nominated directors may be appointed as early as the Annual General Meeting.

Noting that Eligible Shareholders are entitled to tender up to 100 per cent. of their holdings of Shares pursuant to the Tender Offer, following completion of the Tender Offer the Board will conduct a review of the Company's strategic options, in light of the take-up of the Tender Offer and the view of the Board on the minimum viable size for the Company going forward.

However, the Board notes that the Annual General Meeting is required to be held by the end of April 2026, at which Saba has stated it will oppose the re-election of the current Directors and support the election of its three nominated candidates. Therefore it is not possible for the Board to provide Shareholders with assurance as to the nature or outcome of this review which may result in the Company having a very different manager, strategy and risk profile than they chose to invest in.

Shareholders that wish to tender all or any of their Shares under the Tender Offer must do so by 1.00 p.m. on 16 April 2026.

4 The General Meeting

The General Meeting will be held at 2.00 p.m. 10 April 2026 at the offices of Dentons UK and Middle East LLP at One Fleet Place, London, EC4M 7RA.

The Resolution to be considered at the General Meeting will be proposed as an ordinary resolution and will, if passed, approve the Tender Offer.

The Resolution requires more than 50 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour to be passed at the General Meeting.

In order to ensure that a quorum is present at the General Meeting, it is necessary for two persons entitled to vote to be present, whether in person or by proxy. The votes will be taken on a poll.

5 Action to be taken

The Tender Offer process involves two different Shareholder actions:

Shareholders must approve the Tender Offer by passing the Resolution at the General Meeting (an ordinary resolution that requires more than 50 per cent. of votes cast in favour); and
separately, any Shareholder wishing to sell some or all of their Shares for cash under the Tender Offer mechanism must tender some or all of their Shares via their platforms (such as Hargreaves Lansdown, Interactive Investor or AJ Bell) or using the GOLD Tender Form or transmit the appropriate CREST transfer to escrow instruction (as described in Part 4 of this document).

The Board intends to vote in favour of the Resolution and to tender all their Shares under the Tender Offer.

5.1 Voting at the General Meeting

All Shareholders are encouraged to VOTE IN FAVOUR of the Resolution (regardless of their intention to tender their Shares or not). Shareholders will find enclosed a BLUE Form of Proxy for use in relation to the General Meeting.

Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:

by completing and signing the BLUE Form of Proxy for use in relation to the General Meeting in accordance with the instructions printed thereon and returning it by post, courier or (during normal business hours only) by hand;
in the case of CREST members, by using the CREST electronic voting service in accordance with the procedures set out in the notes to the Notice of General Meeting.

Shareholders who hold their Shares via a platform or share plan provider (for example Hargreaves Lansdown, Interactive Investor or AJ Bell) and would like to vote at the General Meeting should contact their platform or share plan provider directly to make arrangements. Please note that voting deadlines are likely to be earlier if you hold your Shares through a platform and could be as early as 30 March 2026. Further details of how to vote if you hold your Shares via a platform or share plan provider are available at https://www.theaic.co.uk/shareholder-voting-consumer-platforms.

5.2 Participating in the Tender Offer

Only those Eligible Shareholders whose names appear on the Register at 6.00 p.m. on 16 April 2026 are able to participate in the Tender Offer in respect of the Shares held by them as at that date.

Eligible Shareholders should refer to paragraph 5 of Part 4 of this document for further information on how to participate in the Tender Offer, depending on whether they hold their Shares in certificated or uncertificated form or via a platform. Shareholders who hold their Shares in certificated form should note that they should return their Share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their GOLD Tender Form. A GOLD Tender Form submitted without the related Share certificate(s) or other document(s) of title representing the amount of Shares or an indemnity acceptable to Deutsche Numis in lieu thereof to be tendered will be treated as invalid.

If you do not wish to tender any of your Shares in the Tender Offer, do not complete and return the enclosed GOLD Tender Form or submit a TTE Instruction (as applicable).

Shareholders who hold their Shares via a platform or share plan provider (for example Hargreaves Lansdown, Interactive Investor or AJ Bell) and would like to participate in the Tender Offer should contact their platform or share plan provider directly to make arrangements. Please note that the deadlines to participate in the Tender Offer are likely to be earlier if you hold your Shares through a platform. A guide on how to tender via different platforms is available on our website at www.trustEWIT.com.

The extent to which Eligible Shareholders participate in the Tender Offer is a matter for each Eligible Shareholder to decide, and will be influenced by their own financial and tax circumstances, views on the Company's prospects and investment priorities. Eligible Shareholders should seek advice from an appropriately qualified independent financial adviser, authorised under FSMA if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom. All Eligible Shareholders are strongly advised to consult their professional advisers regarding their own tax position.

FURTHER DETAILS OF THE TENDER OFFER

6 The Tender Offer

6.1 Summary of the Tender Offer

The Tender Offer enables Eligible Shareholders to tender up to 100 per cent. of their holding of Shares in the Company pursuant to which they will receive cash in respect of successfully Tendered Shares in the Company. Further information on the Tender Offer is set out in Part 3 of this document. The terms and conditions of the Tender Offer are set out in Part 4 of this document. Further information on the Tender Costs and the Tender Pool Costs are set out in paragraph 8 of this Part 2.

It is anticipated that the Board will pay down the Debt Facilities in full in advance of the Calculation Date. The Board will assess the amount of realised proceeds available from the assets in the Tender Pool and the estimated time to realise the remaining assets as well as the liabilities to be paid from the Tender Pool and such other factors as the Board deems relevant. When the Board determines in its absolute discretion that there is a reasonable amount of cash that can be returned to Shareholders (such amount being Realisation Proceeds) it will resolve to repurchase the relevant number of Shares for each Payment.

The number of Shares to be repurchased will be determined by the Board based on the amount of Realisation Proceeds divided by the NAV per Share in the Tender Pool as at the relevant determination date. No fractions of any Tendered Shares will be repurchased and the number of Shares to be repurchased from each Tendering Shareholder may be rounded down accordingly.

The price to be paid for each repurchased Share will be determined by the Board and based on the FAV per Share in the Tender Pool (being an amount equal to the NAV per Share in the Tender Pool as at the relevant determination date less the costs associated with repurchasing the relevant Tendered Shares including stamp duty and any commissions or other costs).

Eligible Shareholders should note that the Initial Payment is expected to take place on or around 5 May 2026. If they choose to participate in the Tender Offer there can be no certainty as to when the Company will announce that it is buying back the remaining Tendered Shares in connection with a SpaceX Crystallisation Event (each a SpaceX Payment) or when the relevant SpaceX Payment (including the Final SpaceX Payment) will be made from the Tender Pool. Depending on the nature of the SpaceX Crystallisation Event, there may be only one SpaceX Payment, which in this case will be the Final SpaceX Payment.

The Board has instructed the Investment Manager to realise the Company's position in SpaceX attributable to the Tender Pool at the next applicable liquidity events, be it at IPO or any other liquidity events provided by SpaceX before the Longstop Date. There is no guarantee that there will be a SpaceX Crystallisation Event, or, if there is any such event, that it will be sufficient to provide an exit in respect of all of the Company's exposure to SpaceX allocated to the Tender Pool prior to the Longstop Date.

Shareholders should note that the relevant Tender Price may be less than the price at which they bought their Shares or the price or value at which they might ultimately realise their Shares should they continue to hold them.

Once the amount of the Realisation Proceeds and the relevant Tender Price and the number of Shares to be repurchased has been determined by the Board, the Company will announce the relevant details by an RIS announcement.

Shareholders should be aware that cash payments under the Tender Offer may take place over a period of time and the Final SpaceX Payment, assuming all the assets in the Tender Pool have been realised before the Longstop Date, may not be made until on or after 31 December 2027. Shareholders should also be aware that it may not be possible to realise all of the assets in the Tender Pool by the Longstop Date.

If the Tender Pool is not realised in full and the related Tendered Shares bought back by the Longstop Date, Deutsche Numis shall not be required to purchase any remaining Tendered Shares under the Tender Offer and such Excess Shares will be released from escrow and be freely tradeable by the relevant Shareholders and the pools shall be closed.

6.2 Conditions of the Tender Offer

Implementation of the Tender Offer is subject to a number of Conditions which are set out in paragraph 3 of Part 4 of this document. These Conditions include the passing by Shareholders of an ordinary resolution to approve the Tender Offer. Usual market practice dictates that tender offers are subject to special resolutions (at least 75 per cent. of votes cast by shareholders), but given the ability of Saba to block a special resolution and to allow all Shareholders the ability to tender their Shares the Tender Offer will be proposed by way of an ordinary resolution, which requires more than 50 per cent., of the votes cast by Shareholders present, in person or by proxy, at the General Meeting to be voted in favour of the Resolution in order to proceed.

and 85 per cent. of Shares are tendered, depending on the composition of the assets of the Company immediately following the Tender Closing Date. Additionally, purchases of Tendered Shares would need to be scaled back if settlement in full of a Payment would exceed the Company's substantial distributable profits. In either event, Shareholders would retain Shares not sold under the Tender Offer which would be tradeable in the market.

The Tender Offer will be subject to customary conditions including that the Company has sufficient distributable reserves. The Company has substantial distributable reserves. However, in the event that prior to any Payment the proposed payment exceeds the Company's distributable reserves, the payment will by necessity have to be scaled back pro rata. At the Longstop Date if any Tendered Shares remain these will become Excess Shares and be tradable in the market. The pools would close and the Company's NAV would reflect the value of all its investments at that date. Shareholders would retain an interest in EWIT which is likely to have a significantly higher exposure to Private Investee Companies than the current portfolio.

7 Participation in the Tender Offer

Details of the Tender Offer

Under the terms of the Tender Offer, which is being made by Deutsche Numis, Eligible Shareholders are entitled to tender up to 100 per cent. of their Shares. The Tender Offer will open only to Eligible Shareholders on the Register as at the Record Date being 6.00 p.m. on 16 April 2026.

The Tender Price for each Payment will be determined in accordance with the calculation method set out at paragraph 4 of Part 4 of this document and will be announced via an RIS announcement following the relevant determination date. The Tender Costs and the Tender Pool Costs are set out at paragraph 8 below.

Following valuation on the Calculation Date, all of the Company's assets and liabilities will be allocated between the Continuing Pool and the Tender Pool so that it reflects the Relevant Proportion of SpaceX and the remaining proportion consists of listed and readily realisable securities. Save for the Relevant Proportion of SpaceX no other Private Investee Company investments will be allocated to the Tender Pool.

It is intended that following the Initial Payment the holding of SpaceX allocated to the Tender Pool will be realised by the Investment Manager at the next SpaceX Crystallisation Event. The Board has instructed the Investment Manager that the Company's positions in SpaceX attributable to the Tender Pool should be realised at the next applicable liquidity events, be it at IPO or any other liquidity events facilitated by SpaceX prior to the Longstop Date.

The Net Asset Value of the assets allocated to the Tender Pool on its establishment will equal the Tender Offer NAV (calculated in accordance with paragraph 4 of Part 3 of this document), being an amount representing the proportionate value of the Company attributable to the Tendered Shares.

Within the Tender Pool, the assets will be realised for cash and the liabilities discharged. The Tender Price for each Payment (other than the Final SpaceX Payment) will be determined by the Board and based on the FAV per Share in the Tender Pool (being an amount equal to the NAV per Share in the Tender Pool as at the determination date for the relevant Payment less the costs associated with purchasing the relevant Tendered Shares including stamp duty and any commissions or other costs). The Tender Price for the Final SpaceX Payment will be the Tender Pool FAV on the Tender Pool Determination Date, divided by the remaining Tendered Shares.

It is currently expected that all the assets allocated to the Tender Pool will be realised within 12 months of the closure of the Tender Offer. However, the realisation period will depend on the market environment, and the Company will provide an update by way of an RIS announcement once the realisation of the Tender Pool is complete with the relevant Tender Price and payment date of the Final SpaceX Payment being advised at that time. The Company will continue to publish its daily NAV in respect of the Continuing Pool during this time and in addition will publish a NAV of the Tender Pool on a monthly basis.

Process of repurchase

Subject to the satisfaction of the Conditions relating to the Tender Offer at the time of the relevant Payment, Deutsche Numis will purchase, as principal, Shares validly tendered under the Tender Offer at the applicable Tender Price. Following completion of those purchases, Deutsche Numis will then sell all the relevant Tendered Shares back to the Company pursuant to the Repurchase Agreement at a price equal to the applicable Tender Price by way of an on-market transaction on the Main Market of the London Stock Exchange. The Shares which the Company acquires from Deutsche Numis will be cancelled.

The repurchase of Shares by the Company under the Repurchase Agreement will be funded from the Company's distributable reserves, with the necessary cash being raised through the sale of the relevant assets in the Tender Pool.

The Tender Offer is subject to the conditions set out in paragraph 3 of Part 4 of this document. The Tender Offer may only be terminated in certain circumstances as set out in paragraph 11 of Part 4 of this document. Shareholders' attention is drawn to the letter from Deutsche Numis set out in Part 3 of this document, which, together with the GOLD Tender Form in the case of Shares held in certificated form, sets out the terms and conditions of the Tender Offer, and to Part 5 of this document which contains a summary of certain risks associated with the Tender Offer and of the proposals as a whole. Details of how Eligible Shareholders will be able to tender Shares can be found in paragraph 5 of Part 4 of this document.

Shareholders should note that, once tendered under the Tender Offer, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer or prior to the Longstop Date.

This document is not a recommendation for Eligible Shareholders to tender their Shares under the Tender Offer. Whether or not Shareholders tender their Shares will depend on, amongst other things, their view of the Company's prospects and their own individual circumstances, including their tax position, on which they should seek their own independent advice.

The Tender Offer is being made on the terms and subject to the conditions set out in Part 4 of this document and (in the case of Shares held in certificated form) the GOLD Tender Form, the terms of which will be deemed to be incorporated into this document and form part of the Tender Offer.

8 Costs and expenses of the Tender Offer

The fixed costs relating to the Tender Offer are expected to be approximately £506,000 excluding VAT. These Tender Costs will be borne by all Shareholders prior to the separation of the Company's assets into the Continuing Pool and the Tender Pool.

The foregoing figure does not include portfolio realisation costs, or any stamp duty or commission payable in connection with the repurchase of the Tendered Shares. The quantum of those remaining costs will vary, notably depending on how many Shares are validly tendered. The Tender Pool will bear those costs and the costs of realising assets in the Tender Pool or stamp duty or any commission payable in connection with the repurchase of any Tendered Shares will be borne by the Tender Pool (the Tender Pool Costs).

If the Tender Offer is terminated, lapses or is withdrawn, the Company would still incur the Tender Costs.

9 Existing Share buyback authority

The Company's authority to repurchase its own Shares, which was granted at the last annual general meeting of the Company held on 14 February 2025, in respect of 14.99 per cent. of the issued Shares of the Company as at the date of that meeting, will remain in force and will be unaffected by the Tender Offer. At the Latest Practicable Date, the Company has authority to buy back up to 31,078,738 Shares pursuant to its buyback authority.

The Company will not undertake any buybacks during the period the Tender Offer is open for elections.

10 Overseas Shareholders, Sanctions Restricted Persons and Restricted Shareholders

The making of the Tender Offer to persons outside the United Kingdom or the United States may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom or the United States who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom or the United States should read carefully paragraph 13 of Part 4 of this document. U.S. Shareholders should read paragraph 14 of Part 4 of this document and the Notice for U.S. Shareholders on page 12 and New Zealand Shareholders should read paragraph 15 of Part 4 of this Circular.

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the GOLD Tender Form are not being, will not and must not be mailed or otherwise distributed in or into Restricted Jurisdictions. In respect of New Zealand Shareholders only, copies of the GOLD Tender Form shall only be distributed to Wholesale Investors who have elected to participate in the Tender Offer in accordance with paragraph 15 of Part 4.

This document does not constitute an offer to purchase, or solicitation of an offer to purchase, Shares in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws.

It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

In order to comply with the Company's obligations under the UK's domestic and international sanctions regimes, Sanctions Restricted Persons are not entitled to participate in the Tender Offer.

11 Taxation

Eligible Shareholders are advised to read carefully the section headed "Taxation" in Part 6 of this document which sets out a general guide to certain aspects of current UK tax law and HMRC published practice. Eligible Shareholders who are in any doubt as to their tax position or who may be subject to tax in any jurisdiction other than the UK are strongly advised to consult their own professional advisers.

12 City Code on Takeovers and Mergers

General

The Takeover Code applies to the Company. Shareholders should note the following important information relating to certain provisions of the Takeover Code, which will be relevant to purchases of Shares after the date of this document and relating to the potential effect of the Tender Offer on the shareholdings in the Company.

Under Rule 9.1 of the Takeover Code, except with the consent of the Takeover Panel, when: (a) any person acquires an interest in shares which (taken together with shares in which the person or any person acting in concert with that person is interested) carry 30 per cent. or more of the voting rights of a company subject to the Takeover Code; or (b) any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested, such person shall extend offers, on the basis set out in Rule 9.3 and Rule 9.5, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights.

However, when any person, together with persons acting in concert with that person, holds shares which in the aggregate carry more than 50 per cent. of the voting rights of such a company, and acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested, that person is not required to make a mandatory offer to the company's other shareholders under the Takeover Code.

Under Rule 37.1(a) of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of voting rights carried by the shares in which a person or any persons acting in concert with that person is interested will be treated as an acquisition of interests in shares carrying voting rights for the purpose of Rule 9.1 of the Takeover Code. However, under Rule 37.1(c) of the Takeover Code, where the relevant person is neither a director, nor an investment manager of an investment trust, nor acting (or presumed to be acting) in concert with a director or the investment manager, the Panel will normally grant a dispensation from any obligation to make an offer under Rule 9 of the Takeover Code unless the relevant person acquired an interest in shares carrying voting rights at a time when that person had reason to believe that a specific share buyback programme or other specific redemption or purchase of its own shares by the company would be implemented.

On the basis that no Shareholder currently has a representative on the Board (nor is any such Shareholder acting in concert with any of the Directors or the Investment Manager), the Takeover Panel has confirmed that, save as provided below, such tender offers will not trigger an obligation for any Shareholder to make a mandatory offer under Rule 9 of the Takeover Code.

Major Shareholders

The Company notes that, as at the Latest Practicable Date, Saba (the Company's largest Shareholder) held an interest in 104,183,531 Shares (being approximately 30.1 per cent. of the Company's voting Share capital as at the Latest Practicable Date). The Company further notes that Saba crossed the 30 per cent. threshold on 10 November 2025 as a result of the Company's share buyback programme (rather than Saba acquiring further Shares), and, accordingly, Saba was not required to make a mandatory offer for the Company in accordance with Note 1 to Rule 37.1 of the Takeover Code. However, as Saba is interested in more than 30 per cent. but less than 50 per cent. of the voting share capital of the Company, Saba may not acquire a further interest in Shares with voting rights in the Company without incurring an obligation under Rule 9 of the Takeover Code to make a mandatory offer to the Company's other Shareholders.

Effect of the Tender Offer

Given the unlimited nature of the Tender Offer, any Shareholder on the Company's Register (could, through a lack of participation in the Tender Offer), hold a resulting interest of 30 per cent. or more of the Shares if a sufficient number of Shares are tendered by other Shareholders.

If Saba does not participate in the Tender Offer or tenders proportionally fewer Shares than non-Saba Shareholders it will come to hold an even greater percentage of the Company's voting share capital following the completion of the Tender Offer than it holds currently.

On completion of the Tender Offer, Saba may be interested in more than 30 per cent. but less than 50 per cent. of the voting share capital of the Company and therefore at that point Saba would be unable to acquire further interests in Shares without incurring an obligation under Rule 9 of the Takeover Code to make a mandatory offer to the Company's other Shareholders.

However, depending on the take-up from the wider Shareholder base, Saba may come to hold 50 per cent. or more of the Company's voting share capital on completion of the Tender Offer (if made). In such circumstances, Saba would then be permitted to acquire further interests in Shares without being required to make a mandatory takeover offer to the Company's other Shareholders under Rule 9 of the Takeover Code.

Deutsche Numis

Subject to the Tender Offer becoming unconditional, it is likely that Deutsche Numis will purchase, as principal, Shares which could result in Deutsche Numis coming to have an interest in such Shares carrying 30 per cent. or more of the voting rights of the Company. Deutsche Numis will, in accordance with the Repurchase Agreement, sell all those Shares acquired pursuant to the Tender Offer to the Company for cancellation and the Company has unconditionally undertaken to buy all such Shares. Deutsche Numis has undertaken that whilst it is interested in the Tendered Shares it will not exercise any voting rights attached to those Shares. Accordingly, the Takeover Panel has agreed that Rule 9 of the Takeover Code will not apply to the purchase by Deutsche Numis of the Tendered Shares under the Tender Offer.

PART 3 – LETTER FROM DEUTSCHE NUMIS

Deutsche Bank AG, London Branch
21 Moorfields
London
EC2Y 9DB
16 March 2026

Dear Shareholders

Proposed return of up to 100 per cent. of the issued share capital of the Company by way of Tender Offer to Shareholders

1 Introduction

As explained in the letter from your Chair in Part 1 of this document, Eligible Shareholders are being given the opportunity to sell some or all of their Shares in the Tender Offer. The purpose of this letter is to summarise the principal terms and conditions of the Tender Offer.

The Tender Offer is open only to Eligible Shareholders on the Register as at the Record Date being 6.00 p.m. on 16 April 2026.

This letter is not a recommendation to Eligible Shareholders to tender their Shares and Eligible Shareholders are not obliged to tender any Shares. Eligible Shareholders who wish to continue their investment in the Company should not return their GOLD Tender Form or submit a TTE Instruction.

Deutsche Numis invites Eligible Shareholders on the Register on the Record Date who wish to tender, to sell Shares for cash at the applicable Tender Price. Each Eligible Shareholder is entitled to have accepted in the Tender Offer valid tenders up to their entire holding of Shares as at the Record Date to Deutsche Numis, subject to any necessary scale back as a result of the Scale Back Requirement. This is estimated to happen if between approximately 80 and 85 per cent. of Shares are tendered depending on the composition of the Company's assets immediately following the Tender Closing Date.

When the Company makes a Payment from the Tender Pool, the amount of money to be returned, the number of Shares to be repurchased and the Tender Price per Share to be paid in respect of the relevant Payment will be determined by the Board in accordance with the following provisions.

The Board will assess the amount of realised proceeds available from the assets in the Tender Pool and the estimated time to realise the remaining assets, as well as the liabilities to be paid from the Tender Pool and such other factors as the Board deems relevant. When the Board determines that there is an appropriate amount of Realisation Proceeds it will resolve to repurchase the relevant number of Tendered Shares on the Initial Payment date or on the SpaceX Payment dates (as, and if, applicable). The Initial Payment is anticipated to be paid on or around 5 May 2026 following the realisation of all the liquid assets allocated to the Tender Pool.

The number of Tendered Shares to be repurchased will be determined by the Board based on the amount of available Realisation Proceeds divided by the NAV per Share in the Tender Pool as at the relevant determination date. No fractions of any Tendered Shares will be repurchased and the number of Shares to be repurchased from each Tendering Shareholder may be rounded down accordingly.

The Board will make such adjustments to the calculations referred to above as it determines are appropriate in the prevailing circumstances.

Eligible Shareholders should note that while the Initial Payment is expected to take place on or around 5 May 2026, that if they choose to participate in the Tender Offer there can be no certainty as to when the Company will announce that it is buying back the remaining Tendered Shares in connection with

a SpaceX Crystallisation Event (each a SpaceX Payment) or when the relevant SpaceX Payment (including the Final SpaceX Payment) will be made from the Tender Pool. There is no guarantee that there will be a SpaceX Crystallisation Event, or that, if there is any such event, it will be sufficient to provide an exit in respect of all of the Company's exposure to SpaceX allocated to the Tender Pool prior to the Longstop Date. The Board has instructed the Investment Manager to realise the Company's positions in SpaceX allocated to the Tender Pool at the next applicable liquidity events, be it at IPO or any other liquidity event facilitated by SpaceX before the Longstop Date.

Deutsche Numis is acting exclusively for the Company and is not advising any other person or treating any other person as its client in relation to the Tender Offer or the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Deutsche Numis nor for providing advice in relation to the Tender Offer or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Deutsche Numis may have under FSMA or the regulatory regime established thereunder. Deutsche Numis has given and not withdrawn its written consent to the inclusion of its name in the form and context in which it is included in this document.

2 Procedure for tendering Shares

The procedure for tendering Shares depends on whether Shares are held in certificated or uncertificated form and is summarised below.

2.1 Certificated Shares: Tender Form

Certificated Eligible Shareholders who wish to tender Shares should complete the GOLD Tender Form, enclosed with this document, in accordance with the instructions set out therein and return the completed GOLD Tender Form by post in the enclosed reply-paid envelope (for use in the UK only) or using their own envelope to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH, so as to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 16 April 2026. Eligible Shareholders can obtain further GOLD Tender Forms by contacting Computershare Investor Services PLC between 8:30 a.m. and 5:30 p.m. on any London business day on telephone number +44 (0) 370 707 1643 or, if phoning from outside the UK, on telephone number +44 (0) 370 707 1643. Such Eligible Shareholders who hold their Shares in certificated form should also return the Share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their GOLD Tender Form.

In circumstances where the number of Shares represented by the Share certificate(s) or other document(s) of title enclosed exceeds the number of Shares acquired under the Tender Offer the Company will procure that a new Share certificate for the balance will be sent to the first named Shareholder and address by first class post at such Shareholder's risk.

2.2 Uncertificated Shares: CREST arrangements

Eligible Shareholders holding Shares in uncertificated form who wish to tender Shares for purchase in the Tender Offer should submit the appropriate TTE Instruction in CREST as set out in paragraph 5.2.1 of Part 4 of this document so as to be received as soon as possible and, in any event, by no later than 1.00 p.m. on 16 April 2026.

Eligible Shareholders should note that, once tendered, Tendered Shares may not be sold, transferred, charged, lent or otherwise disposed of other than in accordance with the Tender Offer. Once a GOLD Tender Form has been returned or TTE Instruction submitted, an Eligible Shareholder is deemed to accept that such a tender application may not be withdrawn or cancelled, save with the consent of the Company or Deutsche Numis. Although GOLD Tender Forms must be returned, and TTE Instructions submitted, by no later than 1.00 p.m. on 16 April 2026, the purchase of all Tendered Shares by Deutsche Numis may not be effected until 31 December 2027, assuming that all the assets in the Tender Pool have been realised before by that date. Tendering Shareholders will be deemed to accept that tender applications may not be withdrawn or cancelled, save with the consent of the Company or Deutsche Numis, before the Tender Closing Date.

Shareholders should be aware, that cash payments under the Tender Offer may take place over a period of time and the Final SpaceX Payment may not be made until on or after 31 December 2027 assuming that all the assets in the Tender Pool have been realised by that date and the remaining Tendered Shares have been bought back on or before that date. Subject to the relevant record date(s), Shareholders will still be entitled to exercise voting rights and receive dividends in respect of their Tendered Shares prior to the purchase of the relevant Tendered Shares upon the relevant Payment (including, if applicable, the Final SpaceX Payment). If all the assets in the Tender Pool have not been realised before the Longstop Date, Deutsche Numis shall not be required to purchase any remaining Tendered Shares under the Tender Offer and such remaining Excess Shares will be released from escrow and be freely tradeable by the relevant Shareholders and the pools will be closed.

Full details of the procedure for tendering Shares under the Tender Offer are set out in Part 4 of this document, and, in the case of Shares held in certificated form, on the GOLD Tender Form.

3 Validity of Tender Form or TTE Instructions

GOLD Tender Forms or TTE Instructions which are received by the Receiving Agent after 1.00 p.m. on 16 April 2026 or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and returned to relevant Shareholders or their appointed agents, together with any accompanying Share certificate(s) and/or other document(s) of title.

Deutsche Numis reserves the right to treat as valid GOLD Tender Forms or TTE Instructions which are not entirely in order and which are not accompanied (in the case of Shares held in certificated form) by the relevant Share certificate(s) and/or other document(s) of title or an indemnity acceptable to Deutsche Numis in lieu thereof and shall be entitled (in its sole discretion) to accept late GOLD Tender Forms or TTE Instructions.

4 Calculation of the Tender Offer NAV

The Tender Offer NAV will be an amount representing the proportionate value of the Company attributable to the Tendered Shares and will be calculated on the Calculation Date on the following basis:

$$
\text{Tender Offer NAV} = \frac{\text{NAV on Calculation Date}}{\text{Number of Tendered Shares}}
$$

total number of Shares in issue on Calculation Date (excluding treasury Shares)

The Tender Offer NAV will be used to determine the allocation of assets to the Tender Pool after which the Tender Pool will be operated as described in the section headed "Continuing Pool and Tender Pool".

5 Continuing Pool and Tender Pool

All of the Company's assets and liabilities will, following valuation on the Calculation Date, be allocated between the Continuing Pool and the Tender Pool on the basis set out under "Allocation of Assets and Liabilities" below. The net value of the assets and liabilities allocated on the establishment of the Tender Pool will equal the Tender Offer NAV. There remains one Share class of the Company before and after the completion of the Tender Offer.

Following the allocation of assets and liabilities to the Continuing Pool and the Tender Pool the assets of the Tender Pool will be confirmed. The Tender Pool will bear the Tender Pool Costs.

The Tender Pool will bear its pro rata share of the operating costs of the Company between the Calculation Date and the Final SpaceX Payment Date (or, if all the assets in the Tender Pool have not been realised before the Longstop Date, between the Calculation Date and the Longstop Date). These operating costs will be borne on a pro rata basis between the Tender Pool and the Continuing Pool based on the relative NAVs of the pools and will include the management fee payable to the Investment Manager, with the terms of such fee remaining unchanged.

Changes in the value of the assets and liabilities allocated to the Tender Pool will be attributed solely to the Tender Pool.

The Directors may in their absolute discretion determine that any Payment should be made and select a date upon which the relevant Tender Price will be calculated.

When the Company makes a Payment from the Tender Pool, the amount of money to be returned, the number of Shares to be repurchased and the Tender Price per Share to be paid will be determined by the Board in accordance with the provisions set out in paragraph 6 of this Part 3.

6 Tender Prices

Note that realisation of the assets in the Tender Pool will take place post the Calculation Date and the NAV per Share used to determine the Tender Price may not reflect the Tender Offer NAV due to market movements and the price at which the assets can be realised.

7 Allocation of assets and liabilities

All assets and liabilities will be allocated by the Company between the Tender Pool and the Continuing Pool at the Calculation Date on the following basis:

7.1 all debtors and other receivables will be allocated to the Continuing Pool;

7.2 the exposure to SpaceX will be allocated pro rata between the Tender Pool and the Continuing Pool by reference to the respective Relevant Proportion values of each pool. For such purposes the calculations of the Relevant Proportion will be rounded to the nearest whole number of securities for such security so allocated;

7.3 apart from the Relevant Proportion of SpaceX no other Private Investee Company investments will be allocated to the Tender Pool;

7.4 the listed and readily realisable assets, the cash and near cash assets will be divided in whatever proportion is necessary such that the net assets attributable to the Tender Pool are equal to the Tender Offer NAV and the net assets attributable to the Continuing Pool are equal to the NAV of the Company less the Tender Offer NAV; and

7.5 all liabilities recognised in the Company's accounting records as at the Calculation Date will be allocated between the Tender Pool and the Continuing Pool according to the Relevant Proportion save that the liabilities of the Company relating to the Tender Pool Costs will be borne entirely by and allocated to the Tender Pool.

8 General

In allocating and/or valuing assets and liabilities pursuant to paragraph 7 under "Allocation of Assets and Liabilities" above the Directors shall be entitled, in any case where the allocation or valuation of any asset or liability in accordance with any of the above provisions is, in the opinion of the Directors, manifestly incorrect or unfair, to adopt an alternative basis of allocation or method of valuation (as the case may be).

The Company will prepare, or procure the preparation of, the calculation of the NAV per Share of the Tender Pool, the FAV per Share in the Tender Pool and the applicable Tender Prices to be paid for each repurchased Share.

9 Settlement

Subject to the Tender Offer becoming unconditional, cash payments to Shareholders whose tenders have been accepted are to be made (by a sterling cheque, BACS payment, or by a CREST payment, as appropriate) not later than 10 Business Days following the announcement of each Payment.

It is currently expected that the assets in the Tender Pool will be realised not later than 30 June 2027. However, the realisation period will depend on the market environment and a SpaceX Crystallisation Event occurring. The Company will provide an update by way of an RIS announcement if the Directors in their absolute discretion decide to make a SpaceX Payment and/or once (and if) all of the assets within the Tender Pool have been realised with the applicable Tender Price being advised at that time.

The Directors have given the Investment Manager an instruction to realise the Company's holdings in SpaceX allocated to the Tender Pool at the next SpaceX Crystallisation Event.

For technical reasons, to support the Euroclear CREST corporate action event, the payment date of 5 May 2026 is stated within CREST, but will be amended (as required) to the announced CREST cash payment dates once the relevant RIS announcements are issued.

10 Restricted Shareholders, Sanctions Restricted Persons and Overseas Shareholders

The Tender Offer is not available to Shareholders with registered or mailing addresses in any Restricted Jurisdiction, or who are citizens or nationals of, or resident in, a Restricted Jurisdiction and such Shareholders should read carefully paragraph 13 of Part 4 of this document. U.S. Shareholders should read paragraph 14 of Part 4 of this document and New Zealand Shareholders should read paragraph 15 of Part 4 of this Circular.

Overseas Shareholders (not being Restricted Shareholders) who wish to accept the Tender Offer should also read paragraph 13 of Part 4 of this document and satisfy themselves that they have fully observed any applicable legal requirements under the laws of the relevant jurisdiction.

In order to comply with the Company's obligations under the UK's domestic and international sanctions regimes, Sanctions Restricted Persons are not entitled to participate in the Tender Offer.

11 Conditions

The Tender Offer is conditional on the terms specified in paragraph 3 of Part 4 of this document.

12 Termination of the Tender Offer

The Tender Offer may be terminated in the circumstances described in paragraph 11 of Part 4 of this document.

13 Further information

Your attention is drawn to the information contained in the rest of this document, including, in particular, the terms and conditions of the Tender Offer in Part 4 of this document.

Yours faithfully

Deutsche Numis

PART 4 – TERMS AND CONDITIONS OF THE TENDER OFFER

1 The Tender Offer

1.1 All Eligible Shareholders whose names appear on the Register at 6.00 p.m. on the Record Date for the Tender Offer may tender the Shares held by them as at that date for purchase by Deutsche Numis on the terms and subject to the conditions set out in this document and (in the case of Shares held in certificated form) the GOLD Tender Form, which together constitute the Tender Offer. Eligible Shareholders are not obliged to tender any Shares.

If Eligible Shareholders wish to tender their investment in the Company and exit EWIT, they should return a GOLD Tender Form or submit a TTE Instruction.

If Eligible Shareholders wish to tender only part of their existing investment, they should indicate this on the GOLD Tender Form or TTE Instruction.

1.2 The Tender Offer is being made at the applicable Tender Price which will be calculated by the Company in accordance with paragraph 4 of this Part 4. The calculation approved by the Board will be conclusive and binding on all Shareholders.

1.3 The consideration for each Tendered Share acquired by Deutsche Numis pursuant to the Tender Offer will be paid in accordance with the settlement procedures set out in paragraph 8 below. Deutsche Numis will not be liable to acquire any of the Tendered Shares or to pay the applicable Tender Price to Tendering Shareholders unless and until the Company has paid an aggregate amount equal to the relevant Tender Price multiplied by the relevant number of Tendered Shares or, in the case of the Final SpaceX Payment, the remaining Tendered Shares (as applicable) to, or to the order of Deutsche Numis in consideration for the Company's purchase of the relevant Tendered Shares from Deutsche Numis in accordance with the Repurchase Agreement.

1.4 Upon the Tender Offer becoming unconditional and unless the Tender Offer has been terminated or has lapsed in accordance with the provisions of paragraph 11 below and subject to paragraphs 1.6 and 1.7, Deutsche Numis will accept the tenders of Eligible Shareholders validly made in accordance with this Part 4.

1.5 Unless terminated sooner in accordance with the provisions of this Part 4, the Tender Offer will close for Eligible Shareholders at 1.00 p.m. on 16 April 2026. A GOLD Tender Form and/or TTE Instruction once submitted shall be irrevocable. Any Tendered Shares will be placed in escrow and will not be able to be traded unless and until the Tender Offer is terminated or lapses in accordance with these terms and conditions or in accordance with paragraph 8.3 below.

1.6 The Company reserves the right, following the Tender Closing Date and prior to the Calculation Date, to scale back the entitlements of Eligible Shareholders to tender Shares under the Tender Offer to the extent that the Board reasonably believes necessary if the Scale Back Requirement is triggered because the number of Shares tendered means that the Company would not have sufficient liquid assets to pay the Initial Payment due to the number of illiquid holdings in the assets of the Company (the Scale Back Requirement). Any such scale back would be effected in a manner that is, as near as practicable, pari passu and pro rata among all Eligible Shareholders who validly tender Shares (by reference to the number of Shares so tendered) and, in those circumstances, the terms of this Part 4 shall be deemed to be varied to the minimum extent required to give effect to such scale back.

1.7 The Company reserves the right, at any time and at its sole discretion, to scale back any proposed Payment under the Tender Offer (including the Initial Payment and the Final SpaceX Payment) to the extent that the Board reasonably believes is necessary to ensure that the aggregate consideration payable in respect of the relevant Payment by the Company to Deutsche Numis under the Repurchase Agreement does not exceed the Company's available distributable profits (as defined in section 830 of the Companies Act). Any such scale back would be effected in a manner that is, as near as practicable, pari passu and pro rata among all Eligible Shareholders who have validly tendered Shares (by reference to the number of Shares so tendered) and, in those circumstances, the terms of this Part 4 shall be deemed to be varied to the minimum extent required to give effect to such scale back in advance of the relevant Payment.

1.8 The Board undertakes to procure that the Investment Manager realises the Company's holdings in SpaceX allocated to the Tender Pool at the next SpaceX Crystallisation Event after the Initial Payment.

2 Entitlement

2.1 Each Eligible Shareholder whose name appears on the Register at 6.00 p.m. on the Record Date for the Tender Offer will be entitled to sell to Deutsche Numis any percentage of their shareholding up to 100 per cent. There is no obligation for Eligible Shareholders to tender their entire shareholding and Eligible Shareholders can tender only part or none of their shareholding.

2.2 Registered Eligible Shareholders who hold Shares for multiple beneficial owners shall be responsible for determining the allocation between such beneficial owners at their own discretion.

3 Conditions

3.1 Each purchase of Tendered Shares pursuant to the Tender Offer is conditional on the following Conditions being satisfied:

3.1.1 the Resolution being passed at the General Meeting and continuing to have full force and effect;

3.1.2 Deutsche Numis being satisfied that the Company has procured payment of an amount equal to the applicable Tender Price multiplied by the relevant number of Tendered Shares to be purchased into a designated bank account in accordance with the Repurchase Agreement prior to such purchase being completed;

3.1.3 Deutsche Numis being satisfied that the Company has sufficient distributable profits (as defined in section 830 of the Companies Act) to effect the purchase of the relevant number of Tendered Shares pursuant to the Repurchase Agreement prior to the relevant Payment (and the Company having provided to Deutsche Numis any information requested by it in this respect);

3.1.4 the Company and Deutsche Numis not having agreed to terminate the Tender Offer for any reason at their sole discretion prior to the Initial Payment;

3.1.5 Deutsche Numis being satisfied, acting in good faith, that at all times up to and immediately prior to the Initial Payment the Company has complied with its obligations, and is not in breach of any of the representations and warranties given by it under the Repurchase Agreement;

3.1.6 the Tender Offer not having been terminated in accordance with paragraph 11 of this Part 4 prior to the fulfilment of the other Conditions and the Initial Payment.

3.2 Deutsche Numis will not purchase (or enter into any commitment or contract to purchase) all or any Tendered Shares pursuant to the Tender Offer unless the Conditions have been satisfied in full (or, where applicable, waived), on or prior to the relevant Payment.

3.3 The Conditions, other than those contained in paragraphs 3.1.2 and 3.1.5 above, may not be waived by Deutsche Numis. If the Conditions are not satisfied (or, where capable of waiver, waived in full) prior to the date of the Initial Payment the Tender Offer will lapse.

3.4 If the Company (acting through the Directors) shall, at any time prior to Deutsche Numis effecting the first purchase as principal of the Tendered Shares pursuant to the Tender Offer, notify Deutsche Numis in writing that in its reasonable opinion either: (i) it has become impractical or inappropriate for the Company to fund the repurchase of Shares pursuant to the Repurchase Agreement without materially harming the interests of Shareholders as a whole; or (ii) as a result of any change in the national or international financial, economic, political or market conditions, the cost of realisation of the assets in the Tender Pool to fund the Tender Offer has become prohibitive; or (iii) the purchase of Shares under the Tender Offer (and/or their repurchase pursuant to the Repurchase Agreement) could have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for

the Company or its Shareholders if the Tender Offer were to proceed, the Company may either exercise its powers to terminate the Tender Offer in accordance with paragraph 11 of this Part 4 or may postpone the completion of the first purchase by Deutsche Numis as principal of the Tendered Shares under the Tender Offer for up to 10 Business Days, after which the Tender Offer, if the first purchase by Deutsche Numis as principal of the Tendered Shares under the Tender Offer has not then completed by reason of the postponement circumstances continuing, will lapse.

4 Calculation and announcement of the Tender Prices

5 Procedure for tendering Shares

5.1 Shares held in certificated form (that is, not in CREST)

5.1.1 Completion of Tender Forms

If you hold Shares in certificated form and wish to tender your Shares in whole or in part, you should complete the GOLD Tender Form. Additional GOLD Tender Forms will be available from the Receiving Agent, telephone number 0370 707 1643. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

Return of Tender Forms

The completed and signed GOLD Tender Form(s) should be sent either by post, using the reply-paid envelope (for use in the UK only) enclosed or by using your own envelope to the Receiving Agent, Computershare Investor Services PLC, Bridgwater Road, Bristol BS99 6AH so as to arrive by no later than 1.00 p.m. on 16 April 2026. If Eligible Shareholders have queries in relation to the return of their GOLD Tender Forms, Computershare Investor Services PLC can be contacted between 8:30 a.m. and 5:30 p.m. on any London business day on telephone number +44 (0) 370 707 1643 or, if phoning from outside the UK, on telephone number +44 (0) 370 707 1643. Subject to paragraph 5.3 below, no GOLD Tender Forms received after this time will be accepted. No acknowledgement of receipt of documents will be given. Any GOLD Tender Form received in an envelope postmarked from a Restricted Jurisdiction or otherwise appearing to Deutsche Numis or its agents to have been sent from any Restricted Jurisdiction may be rejected as an invalid tender. Further provisions relating to Restricted Shareholders are contained in paragraph 13 of this Part 4. The completed and signed GOLD Tender Form should be accompanied by the relevant Share certificate(s) and/or other document(s) of title. If your Share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent), the GOLD Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent by no later than 1.00 p.m. on 16 April 2026 together with any Share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter stating that the (remaining) Share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 16 April 2026. The Receiving Agent, acting as your agent, will effect such procedures as are required to transfer your Shares to Deutsche Numis under the Tender Offer. If you have lost your Share certificate(s) and/or other

document(s) of title, you should either call the Receiving Agent using the telephone number provided in paragraph 5.1.1 above or write to the Receiving Agent for a letter of indemnity in respect of the lost Share certificate(s) and/or any other document(s) of title which, when completed in accordance with the instructions given, should be returned to the Receiving Agent at the address referred to in this paragraph so as to be received by no later than 1.00 p.m. on 16 April 2026.

5.2 Shares held in uncertificated form (that is, in CREST)

5.2.1 Completion of TTE Instruction

If the Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender in the Tender Offer to an escrow balance, specifying the Receiving Agent in its capacity as a CREST Receiving Agent under its participant ID (referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to escrow settles by no later than 1.00 p.m. on 16 April 2026. If you are a CREST sponsored member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your participant ID and the member account ID under which your Shares are held. In addition, only your CREST Sponsor will be able to submit the TTE Instruction to Euroclear in relation to the Shares which you wish to tender.

You should submit (or, if you are a CREST sponsored member, procure that your CREST Sponsor submits) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:

the ISIN number for the Shares, this is GB00BHSRZC82;
the number of Shares to be transferred to an escrow balance;
your member account ID;
your participant ID;
the participant ID of the escrow agent, Computershare Investor Services PLC, in its capacity as a CREST Receiving Agent, this is ID 3RA46;
the member account ID of the escrow agent, Computershare Investor Services PLC, this is EWITEN01;
the Corporate Action Number for the Tender Offer that is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;
the intended settlement date for the transfer to escrow and this should be as soon as possible and in any event by no later than 1.00 p.m. on 16 April 2026; and
input with standard delivery instruction priority of 80.

After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes notwithstanding that they will be held by the Receiving Agent as your escrow agent until purchase of the relevant Tendered Shares by Deutsche Numis or termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase by Deutsche Numis to itself as your agent for onward sale to Deutsche Numis at the time of such purchase. You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above. You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary actions are taken by you (or by your CREST Sponsor) to enable a TTE Instruction relating to your Shares

to settle prior to 1.00 p.m. on 16 April 2026. In connection with this, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

5.2.2 Deposits of Shares into, and withdrawals of Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Eligible Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of Share certificate(s) and/or other document(s) of title or transfer to an escrow balance as described above) prior to 1.00 p.m. on 16 April 2026.

5.3 Validity of Tender Forms and TTE Instructions

Notwithstanding the powers in paragraph 9 below, Deutsche Numis reserves the right to treat as valid only GOLD Tender Forms and TTE Instructions which are received entirely in order by 1.00 p.m. on 16 April 2026 which are accompanied (in the case of Shares held in certificated form) by the relevant Share certificate(s) and/or other document(s) of title or an indemnity acceptable to Deutsche Numis in lieu thereof in respect of the entire number of Shares tendered. The Record Date for Tender Offer is 6.00 p.m. on 16 April 2026.

Notwithstanding the completion of a valid GOLD Tender Form or TTE Instruction, the Tender Offer may be suspended, terminated or lapsed in accordance with the terms and conditions set out in this Part 4 prior to the Initial Payment. The decision of Deutsche Numis as to which Shares have been validly tendered shall be conclusive and binding on the Eligible Shareholders who participate in the Tender Offer.

If you are in any doubt as to how to complete the GOLD Tender Form or how to submit a TTE Instruction or as to the procedures for tendering Shares, please call the Receiving Agent on +44 (0) 370 707 1643 or, if phoning from outside the UK, on telephone number +44 (0) 370 707 1643. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST Sponsor before taking any action.

6 Allocation of assets and liabilities

All assets and liabilities will be allocated by the Company between the Tender Pool and the Continuing Pool as at the Calculation Date on the following basis:

6.1 all debtors and other receivables will be allocated to the Continuing Pool;

6.2 the exposure to SpaceX will be allocated pro rata between the Tender Pool and the Continuing Pool by reference to the respective Relevant Proportion values of each pool. For such purposes the calculations of the Relevant Proportion will be rounded to the nearest whole number of securities for such security so allocated;

6.3 apart from the Relevant Proportion of SpaceX no other Private Investee Company investments will be allocated to the Tender Pool;

6.4 the listed and readily realisable assets, the cash and near cash assets will be divided in whatever proportion is necessary such that the net assets attributable to the Tender Pool are equal to the Tender Offer NAV and the net assets attributable to the Continuing Pool are equal to the NAV of the Company less the Tender Offer NAV; and

6.5 all liabilities recognised in the Company's accounting records as at the Calculation Date will be allocated between the Tender Pool and the Continuing Pool according to the Relevant Proportion save that the liabilities of the Company relating to the Tender Pool Costs will be borne entirely by and allocated to the Tender Pool.

7 General

In allocating and/or valuing assets and liabilities pursuant to paragraph 6 under "Allocation of Assets and Liabilities" above the Directors shall be entitled, in any case where the allocation or valuation of any assets or liabilities in accordance with any of the above provisions is, in the opinion of the Directors, manifestly incorrect or unfair, to adopt an alternative basis of allocation or method of valuation (as the case may be).

8 Results of the Tender and Settlement

8.1 Unless terminated in accordance with the provisions of this Part 4, the Tender Offer will close for Eligible Shareholders at 1.00 p.m. on 16 April 2026. Subject to the Conditions being satisfied, it is expected that on or around 17 April 2026 the Company will make a public announcement of the total number of Shares tendered.

8.2 It is currently expected that there will be a SpaceX Crystallisation Event by 30 June 2027. However, the realisation period will depend on the market environment and size of the Tender Pool, and the Company will provide an update by way of an RIS announcement if the Directors in their absolute discretion decide that a Payment should be made and/or once all of the assets within the Tender Pool have been realised with the relevant Tender Price and relevant payment date being advised at the time.

8.3 If all the assets in the Tender Pool have not been realised in full before the Longstop Date, Deutsche Numis shall not be required to purchase any remaining Tendered Shares under the Tender Offer and such Tendered Shares (the Excess Shares) will be released from escrow and be freely tradeable by the relevant Shareholders.

8.4 For technical reasons, to support the Euroclear CREST corporate action event, the payment date of 5 May 2026 is stated within CREST, but will be amended (as required) to the announced CREST cash payment dates once the relevant RIS announcements are issued.

8.5 Delivery of cash to Shareholders for the Tendered Shares to be purchased in connection with each Payment will be made by the Receiving Agent at the direction of Deutsche Numis but only after the applicable Tender Price has been finally determined in accordance with the terms and conditions of the Tender Offer and the Company has paid to the Receiving Agent, to the order of Deutsche Numis, an amount equal to the applicable Tender Price multiplied by the relevant number of Tendered Shares prior to the relevant Payment. The Receiving Agent will act as agent for Eligible Shareholders whose Shares are successfully tendered for the purpose of receiving the cash and transmitting such cash to such Eligible Shareholders.

8.6 Under no circumstances will interest be paid on the cash to be paid by the Company, Deutsche Numis or the Receiving Agent regardless of any delay in making such payment.

8.7 If any Tendered Shares are not purchased because of an invalid tender, the termination of the Tender Offer, scaling back or otherwise (including in the circumstances described in paragraph 8.3 above), relevant Share certificate(s) and/or other document(s) of title, if any, will be returned or sent as promptly as practicable, without expense to, but at the risk of, the relevant Eligible Shareholder, or in the case of Tendered Shares or Excess Shares held in uncertificated form (that is, in CREST), the Receiving Agent will provide instructions to Euroclear to transfer all the Tendered Shares or Excess Shares held in escrow balances by TFE Instruction to the original available balances from which those Shares came.

8.8 Settlement of the consideration to which any Eligible Shareholder is entitled pursuant to valid tenders accepted by Deutsche Numis is expected to be made as follows:

8.8.1 Shares held in certificated form (that is, not in CREST)

Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be despatched at the Eligible Shareholder's own risk by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 of the GOLD Tender Form or, if none is set out, to the registered address of the Eligible Shareholder shown in Box 3 of the GOLD Tender Form or, in the case of joint holders, the address of the Eligible Shareholder first named in the Register. All cash Payments will be made in sterling by cheque drawn on a branch of a UK clearing bank.

8.8.2 Shares held in uncertificated form (that is, in CREST)

Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid by means of CREST by the Receiving Agent (on behalf of Deutsche Numis) procuring the creation of a CREST payment obligation in favour of the relevant Eligible Shareholder's payment bank in accordance with the CREST payment arrangements.

8.8.3 Timing of settlement

The payment of any consideration to Eligible Shareholders for Shares tendered in the Tender Offer will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of the Share certificate(s) and/or other requisite document(s) of title evidencing such Shares and any other documents required under the Tender Offer.

8.9 If only part of a holding of Shares is sold pursuant to the Tender Offer:

(a) where the Shares are held in certificated form (that is, not in CREST), the relevant Eligible Shareholder will be entitled to receive a certificate in respect of the balance of the remaining Shares; or
(b) where the Shares are held in uncertificated form (that is, in CREST) the unsold Shares will be transferred by the Receiving Agent by means of a TFE Instruction to the original available balance from which those Shares came.

9 Tender Form and TTE Instruction

Each Eligible Shareholder by whom, or on whose behalf, a GOLD Tender Form or TTE Instruction (as applicable) is executed or submitted, irrevocably undertakes, represents, warrants and agrees to and with Deutsche Numis (for itself and for the benefit of the Company, as the case may be and so as to bind himself, herself or itself, and his, her or its respective personal representatives, heirs, successors and assignees) that:

9.1 the execution of the GOLD Tender Form or the submission of a TTE Instruction shall constitute an offer to sell to Deutsche Numis, the number of Shares inserted in Box 2 of the GOLD Tender Form or submitted in the TTE Instruction (as applicable) on and subject to the terms and conditions set out or referred to in this document and, once a GOLD Tender Form and/or TTE Instruction is submitted, such offer shall be irrevocable;
9.2 such Eligible Shareholder has full power and authority to tender, sell, assign or transfer the Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by Deutsche Numis, Deutsche Numis will acquire such Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, including the right to receive all dividends and other distributions declared, paid or made by reference to a record date after the date of such purchase;

9.3 if it is a New Zealand Shareholder, it is a Wholesale Investor and has executed the Wholesale Investor Certificate;

9.4 the execution of the GOLD Tender Form will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of any director or officer of Deutsche Numis as such. Eligible Shareholder's attorney and/or agent (attorney) and an irrevocable instruction to the attorney to complete and execute all or any instruments of transfer and/or other documents at the attorney's discretion in relation to the Shares referred to in paragraph 9.1 above in favour of Deutsche Numis or such other person or persons as Deutsche Numis may direct and to deliver such instrument(s) of transfer and/or other document(s) at the discretion of the attorney, together with the Share certificate(s) and/or other document(s) relating to such Shares, for registration within eighteen months of the Tender Offer becoming unconditional and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest such Shares in Deutsche Numis or its nominee(s) or such other person(s) as Deutsche Numis may direct;

9.5 the input of the TTE Instruction will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of the Receiving Agent as such. Eligible Shareholder's escrow agent and an irrevocable instruction and authority to the escrow agent (i) to transfer to itself by means of CREST all of the Relevant Shares (as defined below) accepted under the Tender Offer and then, in connection with any Payment, to transfer to Deutsche Numis (or to such person or persons as Deutsche Numis may direct) by means of CREST the applicable number of the Relevant Shares (as determined in accordance with the terms and conditions of the Tender Offer); and (ii) if the Tender Offer is terminated or does not become unconditional and lapse or, where there are Shares which have not been successfully tendered under the Tender Offer or which have not been purchased by Deutsche Numis in the circumstances set out in paragraph 8.3 above, to transfer the Relevant Shares to the original available balances from which those Shares came. For the purposes of this paragraph 9.4, Relevant Shares means Shares in uncertificated form and in respect of which a transfer or transfers to escrow has or have been effected pursuant to the procedures described in this paragraph 9.4;

9.6 each Eligible Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by Deutsche Numis or the Receiving Agent (in the case of Shares tendered through CREST) or any of their respective directors or officers or any person nominated by Deutsche Numis or the Receiving Agent (in the case of Shares tendered through CREST) in the proper exercise of its or his or her powers and/or authorities hereunder;

9.7 if such Eligible Shareholder holds Shares in certificated form, he, she or it will deliver to the Receiving Agent his, her or its Share certificate(s) and/or other document(s) of title in respect of the Shares, or an indemnity acceptable to Deutsche Numis in lieu thereof, or will procure the delivery of such document(s) to such person as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 16 April 2026;

9.8 such Eligible Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by Deutsche Numis to be desirable, in each case to complete the purchase of the Shares and/or to perfect any of the authorities expressed to be given hereunder;

9.9 such Eligible Shareholder, if an Overseas Shareholder, (a) is not in any Restricted Jurisdiction or in any territory in which it is unlawful to make or accept the Tender Offer or to use the GOLD Tender Form in any manner in which such person has used or will use it, (b) has fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located and (c) may lawfully receive and accept the invitation under the Tender Offer under the laws of the relevant jurisdiction;

9.10 such Eligible Shareholder has not received or sent copies or originals of the GOLD Tender Form to a Restricted Jurisdiction and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of any Restricted Jurisdiction, that the GOLD Tender Form has not been mailed or otherwise sent in, into or from any Restricted Jurisdiction (or the

TTE Instruction has not been sent from a Restricted Jurisdiction in the case of Shares held in uncertificated form (that is, in CREST)) and that such Eligible Shareholder is not accepting the Tender Offer from any Restricted Jurisdiction;

9.11 the instructions, terms, provisions and authorities contained in or deemed to be incorporated in the GOLD Tender Form shall constitute part of the terms of the Tender Offer. The definitions set out in this document apply to the terms and conditions of the Tender Offer, including the GOLD Tender Form;

9.12 in the case of Shares held in certificated form, the despatch of a cheque by the Receiving Agent in respect of the relevant Tender Price to an Eligible Shareholder at his, her or its respective registered addresses or such other address as is specified in the GOLD Tender Form will constitute a complete discharge by Deutsche Numis of its obligations to make such payment to such Eligible Shareholders;

9.13 in the case of Shares held in uncertificated form (that is, in CREST) the creation of a CREST payment in favour of such Eligible Shareholder's payment bank by the Receiving Agent in accordance with the CREST payment arrangements as referred to in paragraph 5.2 above will, to the extent of the obligations so created, discharge fully any obligation of Deutsche Numis to pay to such Eligible Shareholder the cash consideration to which he, she or it is entitled in the Tender Offer;

9.14 on execution, the GOLD Tender Form takes effect as a deed;

9.15 the execution of the GOLD Tender Form or the submission of a TTE Instruction constitutes such Eligible Shareholder's submission to the jurisdiction of the English courts in relation to all matters arising out of or in connection with the Tender Offer;

9.16 in the case of Shares held in uncertificated form (that is, in CREST), if, for any reason any Share in respect of which a TTE Instruction has been submitted are, prior to 1.00 p.m. on 16 April 2026, converted into certificated form, the tender(s) through CREST in respect of such Shares shall cease to be valid;

9.17 if the appointment of the attorney and/or agent under paragraph 9.3 or paragraph 9.4 above, as applicable shall be unenforceable or invalid or shall not operate so as to afford to Deutsche Numis or the Receiving Agent (as applicable) the benefit or authority expressed to be given therein, the Eligible Shareholder shall with all practicable speed do all such acts and things and execute all such documents that may be required to enable Deutsche Numis or the Receiving Agent to secure the full benefits of paragraph 9.3 or paragraph 9.4 above, as applicable;

9.18 in the case of Shares held in uncertificated form (that is in CREST), such Eligible Shareholder shall not take any action which would prevent the Company or the Receiving Agent from cancelling the Shares to which the TTE Instructions relate; and

9.19 it is not a Sanctions Restricted Person.

A reference in this paragraph 9 to an Eligible Shareholder who holds Shares in certificated form includes a reference to the person or persons executing the GOLD Tender Form and, in the event of more than one person executing the GOLD Tender Form, the provisions of this paragraph will apply to them jointly and to each of them.

10 Additional provisions

10.1 Eligible Shareholders will be entitled to have valid tenders accepted in the Tender Offer. In respect of Shares held in certificated form, if in Deutsche Numis' determination (in its absolute discretion) Box 2 of any GOLD Tender Form has not been validly completed in respect of the number of Shares to be tendered, provided that the GOLD Tender Form is otherwise in order and accompanied by all other relevant documents, the relevant Eligible Shareholders may be deemed to have tendered such amount of Shares as are equal to 100 per cent. of their Shares. For the avoidance of doubt, if the number of Shares inserted in Box 1 of the GOLD Tender Form is higher than the number of Shares actually held by the relevant Eligible Shareholder on the Record Date, the Eligible Shareholder will be deemed to have tendered such lower number of Shares.

10.2 Shares acquired by Deutsche Numis in the Tender Offer and by the Company from Deutsche Numis pursuant to the Repurchase Agreement will be market purchases in accordance with the rules of the FCA and the London Stock Exchange.

10.3 Shares sold by Eligible Shareholders pursuant to the Tender Offer will be acquired with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of preemption or other third-party rights of any nature and together with all rights attaching thereto, including the right to receive all dividends and other distributions declared, paid or made by reference to a record date after the date of such purchase.

10.4 Each Eligible Shareholder who tenders or procures the tender of Shares will thereby be deemed to have agreed that, in consideration of Deutsche Numis agreeing to process his, her or its tender, such Eligible Shareholder will not revoke his, her or its tender or withdraw his, her or its Shares. Eligible Shareholders should be aware that cash payments under the Tender Offer will not be made immediately and that pending completion of the Tender Offer upon Deutsche Numis's purchase of all the remaining Tendered Shares, Eligible Shareholders will not be able to sell, transfer, charge, lend or otherwise dispose of any of their Tendered Shares save as provided in paragraph 8.3 above.

10.5 Any omission to despatch this document or the GOLD Tender Form or any notice required to be despatched under the terms of the Tender Offer to, or any failure to receive the same by, any person entitled to participate in the Tender Offer shall not invalidate the Tender Offer in any way or create any implication that the Tender Offer has not been made to any such person.

10.6 No acknowledgement of receipt of any GOLD Tender Form, TTE Instruction and/or other document(s) of title will be given. All documents, remittances, communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from Eligible Shareholders (or their designated agents) will be delivered by or sent to or from such Eligible Shareholders (or their designated agents) at their own risk.

10.7 All powers of attorney and authorities on the terms conferred by or referred to in this Part 4 or in the GOLD Tender Form are given by way of security for the performance of the obligations of the Eligible Shareholders concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.

10.8 Subject to paragraphs 12 and 13 below, all tenders in relation to certificated holders must be made on the GOLD Tender Form, fully completed in accordance with the instructions set out thereon which constitute part of the terms and conditions of the Tender Offer and, for uncertificated holders, a TTE Instruction must be submitted in accordance with the instructions provided in paragraph 5.2 above.

10.9 A GOLD Tender Form or TTE Instruction will only be valid when the procedures contained in the terms and conditions of the Tender Offer and in the GOLD Tender Form (as applicable) are complied with. The Tender Offer will be governed by and construed in accordance with English law. Delivery or posting of a GOLD Tender Form or the submission of a TTE Instruction in CREST, as applicable, will constitute submission to the jurisdiction of the English courts in respect of all matters arising out of or in connection with the Tender Offer (including the GOLD Tender Form or the submission of a TTE Instruction in CREST).

10.10 If the Tender Offer does not become unconditional, is terminated or lapses, all documents lodged pursuant to the Tender Offer will be returned promptly by post, within 14 Business Days of the Tender Offer terminating or lapsing, to the person or agent whose name and address is set out in Box 1 of the GOLD Tender Form or, if none is set out, to the registered address of the relevant Eligible Shareholder shown in Box 3 of the GOLD Tender Form or, in the case of joint holders, the address of the Eligible Shareholder first named in the Register. In the case of Shares held in uncertificated form, the Receiving Agent in its capacity as the escrow agent will, within 14 Business Days of the Tender Offer terminating or lapsing, give instructions to Euroclear to transfer all Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Tender Offer by TFE Instruction to the original available balances from which those Shares came. In any of these circumstances, GOLD Tender Forms and TTE Instructions will cease to have any effect.

10.11 Subject to paragraph 13 below, the Tender Offer is open to those Eligible Shareholders whose names appear on the Register at 6.00 p.m. on the Record Date for the Tender Offer. The Tender Offer will close at 1.00 p.m. on 16 April 2026. Subject to paragraph 12.5 below, no GOLD Tender Form, Share certificate(s) and/or other document(s) of title or indemnity or TTE Instruction received after that time will be accepted.

10.12 Each Tendering Shareholder represents, warrants and confirms to Deutsche Numis (for itself and for the benefit of the Company) that it has observed all relevant legislation and regulations in particular (but without limitation) that relate to anti-money laundering (the Anti Money Laundering Legislation); and, in all such cases, its offer to tender Shares in the Tender Offer is made on the basis that it accepts full responsibility for any and all such requirements under the Anti Money Laundering Legislation and warrants and represents that such requirements have been satisfied; and each Tendering Shareholder acknowledges that, due to money laundering prevention requirements operating within their respective jurisdictions, the Company, Deutsche Numis, the Investment Manager and the Receiving Agent may require proof of addresses and identity or corporate existence, as applicable, before an offer to tender Shares can be processed and that each of the Company, Deutsche Numis, the Investment Manager and the Receiving Agent shall be held harmless and indemnified by each such Tendering Shareholder against any loss ensuing due to failure to process a Tendering Shareholder's offer to tender Shares if such information as had been required, has not been provided by it.

10.13 Further copies of this document and copies of the GOLD Tender Form may be obtained on request from the Receiving Agent at the addresses set out in the GOLD Tender Form.

11 Termination of the Tender Offer

11.1 If at any time prior to Deutsche Numis effecting the first purchase as principal of the successfully Tendered Shares pursuant to the Tender Offer: (i) the Company (acting through the Board) notifies Deutsche Numis in writing that in the Board's reasonable opinion the Tender Offer would no longer be in the interests of the Company and/or Shareholders, as a result of circumstances arising or becoming known to the Company since the announcement of the Tender Offer; or (ii) in Deutsche Numis and/or the Company's absolute determination as a result of any change in national or international financial, economic, political or market conditions, the costs of the Tender Offer have become prohibitive; or (iii) in Deutsche Numis and/or the Company's absolute determination the completion of the purchase of Shares tendered pursuant to the Tender Offer or the Repurchase Agreement could have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, Deutsche Numis and/or the Company shall be entitled to terminate the Tender Offer at their absolute discretion.

11.2 If the Tender Offer is terminated, the Company will make an announcement through a Regulatory Information Service that such is the case and the Tender Offer shall cease and determine absolutely, without any liability on the part of the Company or Deutsche Numis.

12 Miscellaneous

12.1 Any changes to the terms, or any extension or termination of the Tender Offer will be followed as promptly as practicable by a public announcement thereof by no later than 1.00 p.m. on the Business Day following the date of such changes. In this case, the definitions, times and dates mentioned throughout this document shall be deemed to be adjusted accordingly. Such an announcement will be released via Regulatory Information Service. References to the making of an announcement by the Company include the release of an announcement on behalf of the Company by Deutsche Numis to the press and delivery of, or telephone or facsimile or other electronic transmission of, such announcement to a Regulatory Information Service.

12.2 Shares purchased pursuant to the Tender Offer will, following the completion of the Tender Offer, be acquired at the relevant Tender Price from Deutsche Numis by the Company on the London Stock Exchange pursuant to the Repurchase Agreement and such Shares will subsequently be cancelled.

12.3 The Tender Pool Costs (including stamp duty and commission payable to Deutsche Numis) together with the applicable VAT will be borne by Eligible Shareholders whose Shares have been successfully tendered and will be deducted in calculating the applicable Tender Price.

12.4 Except as contained in this document, no person has been authorised to give any information or make any representations with respect to the Company or the Tender Offer and, if given or made, such other information or representations should not be relied on as having been authorised by Deutsche Numis or the Company. Under no circumstances should the delivery of this document or the delivery of any consideration pursuant to the Tender Offer create any implication that there has been no change in the assets, properties, business or affairs of the Company since the date of this document.

12.5 Deutsche Numis reserves the absolute right to inspect (either itself or through its agents or through the Receiving Agent) all GOLD Tender Forms and TTE Instructions and may consider void and reject any tender that does not in Deutsche Numis' sole judgement meet the requirements of the Tender Offer. Deutsche Numis also reserves the absolute right to waive any defect or irregularity in the tender of any Shares, including any GOLD Tender Form (in whole or in part) which is not entirely in order or which is not accompanied by (in the case of Shares held in uncertificated form) the relevant TTE Instruction or (in the case of Shares held in certificated form), the related Share certificate(s) and/or other document(s) of title or an indemnity acceptable to Deutsche Numis in lieu thereof. However, in that event, the consideration payable under the Tender Offer for successfully Tendered Shares held in certificated form will only be despatched when the relevant GOLD Tender Form is entirely in order and the relevant Share certificate and/or other document(s) of title or indemnities acceptable to Deutsche Numis has/have been received. None of Deutsche Numis, the Company, the Receiving Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Deutsche Numis also reserves the right to treat as valid GOLD Tender Forms or TTE Instructions received by the Receiving Agent after the deadline specified for receipt of GOLD Tender Forms and TTE Instructions.

12.6 The provisions of the Contracts (Rights of Third Parties) Act 1999 do not apply to the Tender Offer.

13 Overseas Shareholders, Sanctions Restricted Persons and Restricted Shareholders

13.1 The provisions of this paragraph 13 and any other terms of the Tender Offer relating to Overseas Shareholders and Restricted Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by Deutsche Numis in consultation with the Company but only if Deutsche Numis and the Company are satisfied that such a waiver, variance or modification will not constitute or give rise to a breach of applicable securities or other laws. U.S. Shareholders should review paragraph 14 below and New Zealand Shareholders should review paragraph 15 below.

13.2 Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Overseas Shareholder wishing to tender Shares to satisfy himself, herself or itself as to the full observance of the laws of the relevant jurisdiction in connection herewith, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Overseas Shareholders will be responsible for the payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Deutsche Numis and the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the GOLD Tender Forms in any territory outside the United Kingdom, the United States or New Zealand.

13.3 The Tender Offer is not being made to Restricted Shareholders. Restricted Shareholders are being excluded from the Tender Offer in order to avoid breaching applicable local laws relating to the implementation of the Tender Offer. Accordingly, save as provided in the next sentence, copies of this document, the GOLD Tender Forms and any related documents are not being and must not be mailed or otherwise distributed into a Restricted Jurisdiction, including to Shareholders with registered addresses in Restricted Jurisdictions, or to persons whom the Company or Deutsche Numis knows to be custodians, nominees or trustees holding Shares for persons in Restricted Jurisdictions. However, copies of this document may be mailed or otherwise distributed to Shareholders in a Restricted Jurisdiction or to persons who Deutsche

Numis knows to be custodians, nominees or trustees holding Shares for persons in Restricted Jurisdictions for the purpose of voting at the General Meeting only. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute or send them in or into a Restricted Jurisdiction or use the mails or any means, instrumentality or facility of a Restricted Jurisdiction in connection with the Tender Offer, as so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Tender Offer. Envelopes containing Tender Forms should not be postmarked from a Restricted Jurisdiction or otherwise despatched to a Restricted Jurisdiction and accepting Shareholders must not provide Restricted Jurisdiction addresses for the remittance of cash or return of Tender Forms.

13.4 The Tender Offer is not being made to Sanctions Restricted Persons. Sanctions Restricted Persons are being excluded from the Tender Offer in order to comply with the Company's obligations under the UK's domestic and international sanctions regime.

13.5 A Shareholder will be deemed not to have made a valid tender if:

13.5.1 such Shareholder is unable to make the representations and warranties set out in paragraph 9 of this Part 4;

13.5.2 the Company and/or Deutsche Numis determine(s) or suspect(s) that such Shareholder is or may be Sanctions Restricted Person; or

13.5.3 such Shareholder inserts in Box 3 of the GOLD Tender Forms the name and address of a person or agent who is either (i) a Sanctions Restricted Person; and/or (ii) in a Restricted Jurisdiction to whom he, she or it wishes the consideration to which such Shareholder is entitled in the Tender Offer to be sent; or

13.5.4 the GOLD Tender Forms received from them are in an envelope postmarked in, or which otherwise appears to Deutsche Numis or its agents to have been sent from, a Restricted Jurisdiction. Deutsche Numis reserves the right, in its absolute discretion, to investigate, in relation to any acceptance, whether the representations and warranties referred to in paragraph 9 of this Part 4 given by any Shareholder are correct and, if such investigation is undertaken and as a result Deutsche Numis determines (for any reason) that such representations and warranties are not correct, such acceptance shall not be valid.

13.6 If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the GOLD Tender Form or any related offering documents in or into a Restricted Jurisdiction or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, internet and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange in, a Restricted Jurisdiction in connection with such forwarding, such person should:

13.6.1 inform the recipient of such fact;

13.6.2 explain to the recipient that such action may invalidate any purported acceptance by the recipient; and

13.6.3 draw the attention of the recipient to this paragraph 13.

13.7 If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

13.8 The provisions of this paragraph 13 supersede any terms of the Tender Offer inconsistent herewith.

13.9 Overseas Shareholders (who are not Restricted Shareholders or Sanctions Restricted Persons) should inform themselves about and observe any applicable legal or regulatory requirements. The comments set out in this document are intended as a general guide only and Shareholders who are in any doubt about their position should consult their professional adviser in the relevant territory.

14 U.S. Shareholders

14.1 Shareholders in the United States are advised that the Company's Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.

14.2 The Tender Offer is being made for securities of a non-U.S. company, which is incorporated in Scotland with a listing on the Main Market of the London Stock Exchange. The Tender Offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, as amended, subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the UK Listing Rules, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which differ from those of the United States in certain material respects. Shareholders in the United States should be aware that this document and any other documents relating to the Tender Offer have been or will be prepared in accordance with the laws of Scotland, the UK Listing Rules and the rules of the London Stock Exchange and in UK format and style which differs from that in the United States. In particular, any financial information relating to the Company has been prepared in accordance with UK GAAP (including FRS 102 and SORP) and has not been prepared in accordance with generally accepted accounting principles in the United States; thus it may not be comparable to financial information relating to U.S. companies. The Tender Offer is made to U.S. Shareholders on the terms and conditions that are no less favourable than those made to all other Shareholders whom an offer is made and any informational documents are disseminated to U.S. Shareholders on a basis comparable to the method that such documents are provided to other Shareholders, subject to applicable law and regulatory requirements.

14.3 Neither the SEC nor any U.S. state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

14.4 To the extent permitted by applicable law and regulations, the Company, Deutsche Numis, or any of their affiliates may from time to time, directly or indirectly, make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by Deutsche Numis acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent permitted by applicable law and regulations, and subject to compliance with the conditions of Rule 14e-5 and any available exemption thereunder (including, Rule 14e-5(b) (12)), such purchases, or arrangements to purchase, will be effected outside the United States and made in compliance with applicable UK law and regulation, including the UK Listing Rules. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange. To the extent that such information is made public in the United Kingdom, this information will also be publicly available to Shareholders in the United States.

14.5 It may be difficult for U.S. Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under U.S. federal securities laws since the Company is located outside the United States and its officers and Directors reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or Directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment. Judgments of U.S. courts are generally not enforceable the UK. In addition, original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws, may not be enforceable in the United Kingdom.

14.6 The following describes certain ways in which the Tender Offer will differ from the rules and procedures typically applicable in US domestic tender offers, including as a result of any no action or exemptive relief granted by the SEC in respect of the Tender Offer:

14.6.1 the Tender Offer will be open until 16 April 2026 and, subject to Rule 14e-1 under the Exchange Act, can be extended for such additional period or periods as may be determined, though not beyond 31 December 2027 in the event the Tender Offer has not become or been declared unconditional as to acceptances. If the Tender Offer has not become or been declared unconditional as to acceptances by 16 April 2026 when the Tender Offer is scheduled to close in accordance with paragraph 8 of this Part 4, Eligible Shareholders who have accepted the Tender Offer will, until the Tender Offer becomes or is declared unconditional as to acceptances, or until 31 December 2027 in the event the Tender Offer has not become or been declared unconditional as to acceptances and lapses or until the Tender Offer is otherwise terminated (whichever is the earlier), not be entitled to withdraw their acceptance;

14.6.2 subject to the Tender Offer becoming unconditional, payment of the relevant Tender Price due to Eligible Shareholders whose tenders under the Tender Offer have been accepted will be made (i) by one or more CREST payments, to be made not later than 10 Business Days following the announcement of each Payment (to be specified by the Directors) (ii) by BACS payment, to be made not later than 10 Business Days following the announcement of each Payment (to be specified by the Directors) or (iii) by one or more sterling cheques, to be despatched not later than 10 Business Days following the announcement of each Payment (to be specified by the Directors), as appropriate. This payment period differs from Rule 14e-1(c) under the Exchange Act, which requires the payment of the consideration offered in a tender offer, or return of the securities, "promptly" after the termination or withdrawal of a tender offer. In SEC Release 34-40678, the SEC has stated that "[this] 'prompt' payment standard is satisfied if payment is made in accordance with normal settlement periods". In the United States, this period has recently been shortened to as little as one trading day for cash tender offers; and

14.6.3 if the Tender Offer is terminated or withdrawn, in the case of Shares held in certificated form, all documents of title will be returned by post to the Shareholders within 14 Business Days of such termination or withdrawal as further described in paragraph 11 of this Part 4. In the case of Shares held in uncertificated form, the Receiving Agent in its capacity as the escrow agent will, within 14 Business Days of the Tender Offer terminating or lapsing, give instructions to Euroclear to transfer all Shares held in escrow balances and in relation to which it is the escrow agent for the purposes of the Tender Offer by TFE Instruction to the original available balances from which those Shares came. Again, this 14 Business Day period for return differs from the SEC rules which would require returns to be made "promptly" after termination or withdrawal of the Tender Offer (i.e., within the normal settlement cycle in the United States, which has recently been shortened to as little as one trading day for cash tender offers). The Company will, to the extent practicable, return documents of title within seven Business Days of the lapse of the Tender Offer.

14.6.4 The summary contained in this paragraph 14 is not comprehensive and is subject in its entirety to the disclosures contained in the remainder of this document. U.S. Shareholders should also closely read the section of this document entitled "Notice to U.S. Shareholder" on page 12 for further details.

15 New Zealand Shareholders

15.1 The Tender Offer is not being made in New Zealand other than to Wholesale Investors.

15.2 Any Wholesale Investor who wishes to participate in the Tender Offer will need to request a Wholesale Investor Certificate. Either Computershare or Deutsche Numis can make the certificate available, and the certificate should be returned to Computershare at Computershare Investor Services PLC at Corporate Actions Project, Bristol BS99 6AH. The Wholesale Investor Certificate will need to be completed and executed by the Wholesale Investor and returned to Computershare before 12 April 2026.

15.3 Wholesale Investors that do not provide a Wholesale Investor Certificate will not be eligible to participate in the Tender Offer.

15.4 Wholesale Investors that have any questions regarding the return of a Wholesale Investor Certificate may call Deutsche Numis, on +44 (0) 20 7545 8000; calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The number is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Computershare and Deutsche Numis cannot give any advice on how Wholesale Investors should complete the Wholesale Investor Certificate.

16 Data protection

The tendering of Shares by Shareholders in the Tender Offer may involve the provision to the Company as data controller of personal data in respect of the relevant Shareholder, which may include information in respect of anti-money laundering and "know your customer" obligations. Provision and processing of this data is necessary for a Shareholder to enter into the contract to tender Shares under the Tender Offer. The Company will share any such personal data with the Registrar and Deutsche Numis and the Company's other professional advisers for the purposes of completing the Tender Offer. Any such personal data shall not be shared with any other person or used for any other purpose. The personal data may be transferred to, and stored at, a country of residence of a Shareholder, including countries outside the EEA. Where personal data is transferred to third parties outside the EEA, the Company will ensure that those transfers take place in accordance with applicable data protection laws, including by entering into data transfer agreements with recipients. The Company will retain any such personal data for so long as is required by applicable law and regulation. Individuals whose personal data is held by the Company may be entitled to access their personal information, or to request that it is erased, and may also have the right to object to the processing of their personal information, or in some circumstances to obtain a copy of the personal information, or to request that it is erased, and may also have the right to object to the processing of their personal information, or in some circumstances to obtain a copy of the personal information in machine readable format. Any such request should be submitted in writing to the Company at its registered address. Individuals also have the right to complain about the use of their personal information to any applicable supervisory authority, which in the UK is the Information Commissioner's Office (www.ico.org.uk).

17 Modifications

The terms of the Tender Offer shall have effect subject to such non-material modifications or additions as the Company and Deutsche Numis may from time to time approve in writing. The times and dates referred to in this document, aside from the date of the General Meeting and return of the Form of Proxy, may be amended by agreement between the Company and Deutsche Numis and any such amendment shall be publicly announced as promptly as practicable by way of an RIS announcement.

PART 5 – RISK FACTORS

The Directors consider that the following risk factors should be considered by Shareholders prior to deciding how to cast their votes at the General Meeting and whether or not to participate in the Tender Offer. If Shareholders are in any doubt about the action to be taken they should consult a suitably qualified independent financial adviser authorised under the FSMA if in the United Kingdom, or from another appropriately authorised independent financial adviser if in a territory outside the United Kingdom without delay.

The foregoing factors are not exhaustive and do not purport to be a complete explanation of all risks and significant considerations in relation to the Tender Offer and the Company. Accordingly, additional risks and uncertainties not presently known to the Board may also have an adverse effect on the Tender Offer and/or the Company's business, financial condition, results or prospects.

RISKS ASSOCIATED WITH ACTIVIST INVESTORS

Activist investors may have different priorities to other Shareholders and Saba may gain effective control of the Company

Activist investors have become increasingly prevalent in the UK investment trust sector and Saba has acquired a meaningful stake in the Company. Activist investors may have different priorities to other Shareholders (or even a majority of Shareholders) and, in the event of low voting turnout at any general meeting of the Company (including in the context of the Tender Offer), may exert a disproportionate degree of voting influence relative to their ownership stake. There continues to be a significant risk that Saba may (i) seek to implement a strategy to realise returns (or otherwise economically benefit) from an investment in the Company that (a) does not align with the investment priorities of other Shareholders (including in respect of investment time horizons); and/or (b) limits the Company's ability to generate long-term returns for Shareholders in accordance with its investment objective and policy; and (ii) seek to install its nominees on the Board.

RISKS ASSOCIATED WITH THE TENDER OFFER

Conditionality of Tender Offer

Implementation of the Tender Offer is conditional, inter alia, upon the Resolution being passed at the General Meeting. In the event that the Resolution is not passed, or if the other conditions of the Tender Offer are not satisfied, the Tender Offer will not proceed and the Company will bear certain fixed costs relating to the Tender Offer.

The Tender Prices

Eligible Shareholders tendering Shares under the Tender Offer will receive a Tender Price in respect of each Payment, which may be less than the price at which they bought their Shares or the price or value at which they might ultimately realise their Shares should they continue to hold them.
The Tender Prices are not fixed at the date of this document and the value of the relevant Tender Price will be subject to a number of factors, including market conditions.
Each Tender Price will, in each case, be dependent on the price at which the assets comprising the Tender Pool are realised. There can be no assurance as to the value within the Tender Pool, the ability of the Investment Manager to sell them and the value realised from the assets relative to the Company's current valuation. The Initial Payment and the allocation to SpaceX is not certain as it is subject to the value of the Tender Pool at the time of realisation post the close of the Tender Offer.

The aggregate of the Tender Prices may represent a significant discount to the Net Asset Value per Share as at the Calculation Date due primarily to the cost of realising the assets in the Tender Pool and the costs of the Tender Offer (including stamp duty). There can be no guarantee at what price SpaceX will be realised at or if it will be possible to realise it before the Longstop Date. This may affect the price at which such holdings can be realised within a reasonable time frame which may ultimately impact the net proceeds of the Tender Pool and hence the applicable Tender Price.
As the Tender Pool FAV can only be calculated, and the Tender Price determined in respect of the Final SpaceX Payment, once all the assets in the Tender Pool have been fully realised for cash, the entitlements of Tendering Shareholders pursuant to the Tender Offer may be affected by movements in the market value of the assets contained in the Tender Pool between the Calculation Date and the Tender Pool Determination Date (both within the Tender Pool itself and relative to the value of the assets attributed to the Continuing Pool).

The Process

Shareholders should note that there could be a significant period of time between the Tender Closing Date and the date on which the assets comprising the Tender Pool will be realised, following which the Shareholders will receive payment of the relevant Tender Price, in each case in respect of a proportion of their Tendered Shares.
During the realisation period, the expenses of the Company will be allocated to both the Continuing Pool and the Tender Pool on a pro rata basis based on the respective NAVs of the two pools.
GOLD Tender Forms and TTE Instructions, once submitted, are irrevocable. Eligible Shareholders should note that all Shares tendered will be held in escrow by the Receiving Agent and may not be switched, sold, transferred, charged, otherwise disposed of, or withdrawn from escrow other than in accordance with the terms and conditions of the Tender Offer. The Longstop Date for the completion of the purchase of all of the Tendered Shares under the Tender Offer is 31 December 2027.
Although GOLD Tender Forms must be returned, and TTE Instructions sent by no later than 1.00 p.m. on 16 April 2026, the purchase of all Tendered Shares by Deutsche Numis may not be effected until 31 December 2027. Tendering Shareholders will be deemed to accept that tender applications may not be withdrawn or cancelled, save with the consent of the Company or Deutsche Numis, before the Tender Closing Date.
The price of the Shares and the Company's Net Asset Value may rise or fall following submission of a GOLD Tender Form and/or TTE Instruction. If the Tender Offer lapses or is terminated in accordance with the terms and conditions of the Tender Offer (as set out in Part 4 of this document), all Tendered Shares will be returned to the relevant Shareholders.
If any Shares permitted to be tendered pursuant to the Tender Offer are tendered, the issued share capital of the Company will be reduced to the extent of valid acceptances under the Tender Offer (and associated repurchases) and the Company will be smaller. As a result, the funds used to repurchase the Shares acquired by Deutsche Numis pursuant to the Tender Offer will no longer be available for investment or application in the ordinary course of the Company's business or to meet contingencies and the ongoing fixed costs of the Company will be spread over fewer Shares.
If the Tender Offer does not proceed for any reason the Company would bear certain fixed costs in relation to the Tender Offer.
It may not be possible to realise the interest in SpaceX by the Longstop Date. In that event the Excess Shares will be withdrawn from escrow and will be able to be transferred, charged or, otherwise disposed of. There can be no guarantee as to the price at which the Excess Shares will be able to be sold when released from escrow.
At that point as no Private Investee Companies apart from SpaceX will be allocated to the Tender Pool, the Company will likely have a larger exposure to these investments than currently and will have a lower number of liquid assets than currently.

Scale back: number of tender elections

Approximately 13 per cent. of the Company's investments$^{(1)}$ are in Private Investee Companies (excluding SpaceX) which cannot be realised at a fair value in a short period of time.
This means that there is a risk that entitlements of Eligible Shareholders to tender Shares under the Tender Offer may exceed the ability of the Company to buyback the Shares. Accordingly, Tender elections may need to be scaled back to the extent that the Board reasonably believes is necessary if the Scale Back Requirement is triggered (estimated to happen if between approximately 80 and 85 per cent. of the Shares are tendered).
Such scale back would mean that Eligible Shareholders may continue to hold more Shares in the Company than they had anticipated after the Calculation Date. Such Shares will be able to be traded in the market.

Scale back: Distributable reserves

Implementation of the Tender Offer is subject to, among other things, the Company having sufficient distributable profits to effect the purchase of the relevant number of Tendered Shares in respect of any Payment pursuant to the Repurchase Agreement.
In the event that the Company does not have sufficient distributable profits for these purposes at the time of the relevant Payment, the amount of the Payment and the consequential number of Tendered Shares to be bought by Deutsche Numis may be scaled back in accordance with the provisions of paragraph 1.7 of Part 4 of this document. In these circumstances, Tendering Shareholders may hold Excess Shares at the Longstop Date.

Taxation

Any change in the Company's tax status, or in taxation legislation or in the interpretation or application of taxation legislation, could affect (1) the value of investments held by the Company, (2) the Company's ability to achieve its investment objectives; and (3) the ability of the Company to provide returns to Shareholders. It could also alter the post-tax returns of Shareholders. Eligible Shareholders should seek advice from their own independent tax adviser and refer to the information contained in Part 6 of this document in relation to any UK tax consequences relating to the Tender Offer.

Economic conditions

Changes in economic conditions (including, for example, changes in interest rates, rates of inflation, industry conditions and competition), political, diplomatic, social and demographic events and trends, tax laws and other factors could substantially and adversely affect the value of the Company's portfolio and, as a consequence, the applicable Tender Price, the Company's investment performance, Share price and returns attributable to Shareholders.
The Tender Offer should not be taken as any indication as to the likely timing or quantum of any future return of capital to Shareholders or that such returns of capital are likely.

Realisation of portfolio

The Tender Prices are not fixed at the date of this document and the value of the relevant Tender Price will be subject to a number of factors, including market conditions and the amount realised by the Company on the sale of the assets allocated to the Tender Pool. The Investment Manager intends to realise assets in the Company's portfolio that are allocated to the Tender Pool to fund the repurchase of Shares pursuant to the Tender Offer. Accordingly, the applicable Tender Price will be dependent on the prices at which the underlying assets are realised. There can be no assurance as to the value that will be realised from such assets. The realisation of the market value of an asset depends to a great extent on economic and other conditions beyond the control of the Company or the Investment Manager and, therefore, the price obtained for such sales may be lower than the current or historic market value of the investments in question.

(1) As at the Latest Practicable Date

The Company invests in securities which are not denominated or quoted in sterling, the Company's functional and presentational currency. The movement of exchange rates between sterling and any other currencies in which the Company's investments are denominated (predominantly Euros) may affect the sterling value of those investments. The Investment Manager does not currently use derivative instruments to hedge the investment portfolio against currency risks.
The Tender Prices may also diverge significantly from the prevailing Net Asset Value per Share of the Continuing Pool due to the cost of realising the assets to fund the repurchase of Shares pursuant to the Tender Offer, the time taken to realise the assets, and the costs of the Tender Offer (including stamp duty, SDRT and commissions).

Risks relating to SpaceX

SpaceX is a Private Investee Company which by its nature is not liquid and freely tradeable, which may limit the Company's ability to realise its investment at short notice, at a fair value or at all. Investments in Private Investee Companies, are highly illiquid and have no public market. The Company acknowledges the market speculation in respect of an anticipated SpaceX IPO but this is not certain and there is no guarantee of this taking place. There may not be a secondary market for interests in Private Investee Companies. Such illiquidity may affect the Company's ability to dispose of or liquidate the Tender Pool, in a timely fashion (or at all) prior to the Longstop Date. If the Company were required to dispose of or liquidate an investment on unsatisfactory terms, it may realise less than the value at which the investment was previously recorded, which could result in a decrease in Net Asset Value. This could have an adverse effect on the value of the Tender Pool and the Company's financial condition, results of operations and prospects, with a consequential adverse effect on the market value of the Shares.
There may be restrictions on the transfer of interests in SpaceX that mean that the Company will not be able to freely transfer its interests. For instance, the sale or transfer of interests in Private Investee Companies is normally subject to the consent or approval of the issuer or (other) holders of the relevant interests and obtaining such consent or approval cannot be guaranteed. Contractual restrictions on transfer may exist in shareholder agreements or the issuer's constitutional documents. Accordingly, if the Company were to seek to exit from its investments in SpaceX while it remains private, the sale or transfer of the interest in SpaceX may be subject to delays or additional costs or may not be possible at all. This could have an adverse effect on the Tender Pool and the Company's financial condition, results of operations and prospects, with a consequential adverse effect on the market value of the Shares.
If a SpaceX Crystallisation Event happens during the realisation period, the Company's interest may be subject to a lock up period post any initial public offer. There is no guarantee as to the success of any such liquidity event, or the proceeds which the Company and Shareholders will receive as a result of such SpaceX Crystallisation Event.
Past performance is not an indicator of future performance and the value of investments can go down as well as up.

RISKS ASSOCIATED WITH NOT TENDERING FOR THOSE SHAREHOLDERS WHO DO NOT CHOOSE TO EXIT THEIR INVESTMENT THROUGH THE TENDER OFFER

Saba could effectively gain control of the Company and its management following the Tender Offer. Shareholders who do not tender their Shares in the Tender Offer could end up in a company with a different manager and strategy that they did not choose to invest in.

Size of the Company

Following completion of the Tender Offer and the purchase of the Tendered Shares, it is expected that the Company will be significantly reduced in size which means that fixed costs will be spread over a smaller base of Shareholders, thereby increasing the ongoing charges ratio, particularly given the uncapped nature of the offer.
At certain smaller sizes, depending on the take-up of the Tender Offer, the smaller size of the Company may impact how the Investment Manager is able to carry out the investment policy and may lead to an impact on investment returns. This may in turn make the Shares in the Company less liquid.

As no Private Investee Companies apart from SpaceX will be allocated to the Tender Pool, the Company will likely have a larger exposure to these investments than currently and will have a lower number of liquid assets than currently.
Following the completion of the Tender Offer, the Board may conduct a review of the Company's strategic options. The number of tender elections by the Company's Shareholders may leave the Company at a level which is not viable and may lead to the Directors making the decision to propose to Shareholders the winding-up of the Company or its delisting. In the event of the Company's winding-up, the Company is likely to incur material costs, including as a result of termination of material contracts.

General

The Tender Offer may adversely affect the Company's investment performance, Share price and prospects. There can be no guarantee that the Company will continue to achieve its investment objective or that investors will get back the full value of their investment. The past investment performance of the Company and its Investment Manager is not a reliable indicator of the future investment performance of the Company. Changes in economic conditions (including, for example, changes in interest rates, rates of inflation, industry conditions and competition), political, diplomatic, social and demographic events and trends, tax laws and other factors could substantially and adversely affect the value of the Company's and, as a consequence, the Company's investment performance, Share price, and prospects.

Regulatory and taxation risks

Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for Shareholders. Any change in the Company's tax status, or in taxation legislation or in the interpretation or application of taxation legislation, could affect the value of investments held by the Company, the Company's ability to achieve its investment objective, the ability of the Company to provide returns to Shareholders and/or alter the post-tax returns of Shareholders. Shareholders should refer to Part 6 of this document for further information regarding certain UK tax consequences relating to the Tender Offer. Such information is based on current UK taxation law and HMRC published practice, which are subject to change (possibly with retrospective effect). The information in this document relating to UK taxation law and HMRC published practice is given by way of general summary and does not constitute legal or tax advice to Shareholders.
There is a risk that following the Tender Offer the Company could breach the conditions for qualification as an investment trust; in particular that, as a result of a change in the composition of the Company's Shareholders and/or their proportionate holdings in the Company, the Company might cease to be an "open" company causing it to be in breach of regulation 18 of the Investment Trust Tax Regulations, under which an investment trust must not be a close company as defined in section 439 of CTA 2010 at any time in an accounting period. If the Company was in breach and thereafter ceased to be eligible to be treated as an approved investment trust (whether as an immediate consequence of such breach or following notification by HMRC), the Company will cease to be exempt from UK corporation tax on capital gains arising in the accounting period in which the breach occurs and each subsequent accounting period. Although it is in principle possible for a company which has ceased to be an investment trust as a result of a breach to re-apply for approval as an investment trust once the breach has been remedied, there is no guarantee that any breach that were to occur as a result of or following the Tender Offer would be capable of remedy or that the Company would otherwise be eligible to re-join the investment trust regime. A change in the Company's tax status of this nature could affect adversely the Company's ability to achieve its investment objective, the ability of the Company to provide returns to Shareholders and/or the post-tax returns of Shareholders.

Should US citizens or residents beneficially own more than 50 per cent. of the Company's outstanding voting securities (meaning securities the holders of which are presently entitled to vote on the election of the Directors), the Company may not longer qualify as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Should other exemptions from registration under the Exchange Act not be available, the Company may be required to register with the SEC under the Exchange Act, which would subject the Company to potentially onerous and costly reporting requirements and substantive regulations with which the Company is not currently structured to comply or which would result in the Company incurring significant costs.

The foregoing risk factors are not exhaustive and do not purport to be a complete explanation of all risks and significant considerations relating to the Tender Offer and the Company. Accordingly, additional risks and uncertainties not presently known to the Board may also have an adverse effect on the Tender Offer and/or the Company's business, financial condition, results or prospects.

PART 6 – UK TAXATION

United Kingdom Taxation

The following comments are intended only as a general guide to certain aspects of current United Kingdom tax law and HMRC's published practice, both of which are subject to change, possibly with retrospective effect. The comments are not exhaustive, are of a general nature and do not constitute tax advice and apply only to Shareholders who (except where indicated) are resident for tax purposes in the United Kingdom and who hold their Shares beneficially as an investment. They do not address the position of certain classes of Shareholder such as dealers in securities, insurance companies, collective investment schemes, or persons who have, or who are deemed to have, acquired their Shares by reason of or in connection with an office or employment. Shareholders who are in any doubt as to their tax position are encouraged to seek independent professional advice. In particular, the following comments do not address the U.S. federal income tax considerations applicable to the proposals. Each U.S. Shareholder should consult their own tax advisers regarding the U.S. federal income tax consequences of the proposals.

Tender Offer

A Shareholder who sells Shares pursuant to the Tender Offer should be treated, for the purposes of UK taxation, as though the Shareholder had sold the Shares to a third party in the open market. Accordingly, and subject to the comments below, any such Shareholder who is UK tax resident may, depending on that Shareholder's personal circumstances, be subject to capital gains tax (or, in the case of a corporate Shareholder, corporation tax on chargeable gains) in respect of any gain arising on such sale.

Shareholders who are not resident in the UK for taxation purposes will not normally be liable to UK taxation on chargeable gains arising from the sale of their Shares unless those Shares are held for the purposes of a trade, profession or vocation carried on by those Shareholders through a UK branch, agency or permanent establishment, although they may be subject to foreign taxation depending on their personal circumstances. Individual Shareholders who are only temporarily not resident in the UK for tax purposes may, depending on their personal circumstances, become liable to capital gains tax under tax anti-avoidance legislation and, therefore, should seek personal tax advice.

The UK tax code contains provisions which permit HMRC to counteract tax advantages arising from certain transactions in securities by (among other things) treating some or all of the proceeds of capital disposals as distributions of income. Generally speaking, however, these provisions should not apply where it can be shown that the transactions in question were entered into for genuine commercial reasons and did not involve as one of their main objects or purposes the obtaining of a tax advantage. Shareholders are advised to take independent advice as to the potential application of these provisions in the light of their own particular motives and circumstances. An application has not been made to HMRC for clearance as to these matters.

The Company

Stamp duty or stamp duty reserve tax at the rate of 0.5 per cent. of the relevant Tender Price (rounded up to the nearest £5) will be payable by the Company on Shares repurchased by it from Deutsche Numis.

Shareholders are referred to the tax risk factors set out on pages 45 and 47 of this document. The Board is unable to provide any assurance to Shareholders that the Company will continue to be eligible to be approved as an investment trust as a result of or following the Tender Offer. If the Company ceased to be approved as an investment trust as a result of breach of any of the applicable eligibility conditions, the Company would cease to be exempt from corporation tax on capital gains arising in the accounting period in which the breach occurred and each subsequent accounting period.

The information relating to taxation set out above is a general guide and is not exhaustive. It is based on law and published practice currently in force in the United Kingdom and is subject to changes therein (potentially with retrospective effect). If you are in any doubt as to your taxation position, you should consult an appropriate professional adviser without delay.

PART 7 – ADDITIONAL INFORMATION

1 Directors and their interests

As at 13 March 2026 (being the Latest Practicable Date), the interests of the Directors in the issued share capital of the Company were as follows:

Name	Number of Shares	Percentage of issued Share capital (excluding Shares held in treasury)
Jonathan Simpson-Dent	106,466	0.03
Mungo Wilson	99,949	0.029
Gregory Eckersley	45,000	0.013
Caroline Roxburgh	28,812	0.008
Mary Gunn	5,610	0.0016
Jane McCracken	13,365	0.0038

2 Major interests in Shares

So far as is known to the Company, and which is notifiable under the Disclosure Guidance and Transparency Rules, as at the Latest Practicable Date, the following persons held, directly or indirectly, 3 per cent. or more of the issued Shares or the Company's voting rights:

Name	Number of Shares	Percentage of issued Share capital (excluding Shares held in treasury)
Saba Capital Management LP	104,183,531	30.12

3 Significant Change

There has been no significant change in the financial position of the Company since 31 October 2025, being the date to which the latest financial information has been published.

4 The Repurchase Agreement

The Company and Deutsche Numis entered into a Repurchase Agreement on 16 March 2026 pursuant to which the Company has agreed, subject to the satisfaction of the Conditions, to purchase from Deutsche Numis, on the London Stock Exchange, such number of Shares as Deutsche Numis shall purchase pursuant to the Tender Offer, at an aggregate price equal to the amount paid by Deutsche Numis for its purchase of the Shares tendered under the Tender Offer.

In acquiring Shares pursuant to valid tenders made under the Tender Offer and in selling Shares to the Company, Deutsche Numis will act as principal.

The agreement contains representations and warranties from the Company in favour of Deutsche Numis and includes an indemnity in favour of Deutsche Numis in respect of any liability which it or any of its associates may suffer in relation to its performance under the Tender Offer, subject to standard exclusions.

The agreement, which is stated not to create a relationship of agency between Deutsche Numis and the Company, is governed by and construed in accordance with English law.

5 Consent

Deutsche Numis has given and not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which they appear.

6 Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours of any day (Saturday, Sundays and public holidays excepted) at the registered office of the Company from the date of this document up to and including the close of business of the General Meeting as well as being uploaded to the Company's website at www.edinburghworldwide.co.uk and at www.trustEWIT.com.

this document; and
the consent letter referred above.

The Circular will also be uploaded to the National Storage Mechanism at http://data.fca.org.uk/#/nam/nationalstoragemechanism.

PART 8 – DEFINITIONS

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

Annual General Meeting
the annual general meeting of the Company which is due to take place by the end of April 2026

Board or Directors
the board of Directors of the Company or any duly constituted committee thereof

Business Day
any day other than a Saturday, Sunday or public holiday in England and Wales

Calculation Date
close of business on 16 April 2026

Circular or document
this circular to Shareholders

Companies Act
the Companies Act 2006, as amended from time to time

Company or Edinburgh Worldwide
Edinburgh Worldwide Investment Trust plc

Conditions
the conditions of the Tender Offer set out in paragraph 3 of Part 4 of this document

Continuing Pool
the pool of stocks, cash, assets and liabilities to be created in accordance with the terms of the Tender Offer and relating to those Shareholders who are not Shareholders participating in the Tender Offer

CREST
the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations

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

CREST Proxy Instruction
appointment of proxies by using the CREST electronic proxy appointment service and transmitting a CREST message in accordance with the procedures set out in the CREST Manual

CREST Regulations
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

CREST Sponsor
a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations)

CTA 2010
Corporation Tax Act 2010

Debt Facilities
means (i) the £100,000,000 multicurrency revolving facility agreement dated 9 June 2021 between the Company and The Royal Bank of Scotland International Limited; and (ii) a £36,000,000 facility agreement dated 2 October 2024 between the Company and the Bank of New York Mellon, London Branch

Deutsche Numis
Deutsche Bank AG, London Branch, trading as Deutsche Numis

Disclosure Guidance and Transparency Rules
the disclosure guidance and transparency rules as set out in the handbook of the FCA from time to time

EEA
any member state of the European Economic Area from time to time

Eligible Shareholders
Shareholders (other than Restricted Shareholders and Sanctions Restricted Persons and in the case of New Zealand Shareholders, only Wholesale Investors who are eligible to participate in the Tender Offer in accordance with paragraph 15 of Part 4) whose names appear in relation to the Tender Offer on the Register as at 6.00 p.m. on the Record Date

Euroclear
Euroclear UK & International Limited, the operator of CREST

Excess Share
a Share which is tendered but not bought back by the Longstop Date

Exchange Act
the U.S. Securities Exchange Act of 1934, as amended

FAV per Share in the Tender Pool
an amount equal to the NAV per Share in the Tender Pool as at the relevant determination date less the costs associated with repurchasing the relevant Tendered Shares including stamp duty and any commissions or other costs

FCA or Financial Conduct Authority
the Financial Conduct Authority of the United Kingdom including any replacement or substitute thereof and any regulatory body or person succeeding, in whole or in part, to the functions thereof

Final SpaceX Payment
the final (or only) SpaceX Payment (being the Payment to be made in respect of all the remaining Tendered Shares provided that all the assets (other than any contingent assets, if any) in the Tender Pool have been realised prior to the Longstop Date)

Final SpaceX Payment Date
the date specified by the Directors as being as soon as practicable following the date on which all assets in the Tender Pool (other than any contingent assets, if any) have been realised and settled and liabilities (other than ad valorem costs to be payable) have been paid and on which the Tender Pool FAV attributable to the Tender Pool will be calculated such date not being later than 31 December 2027

Form of Proxy
the BLUE form of proxy for use by Shareholders at the General Meeting

FRS 102
Financial Reporting Standard 102 as issued by the Financial Reporting Council

FSMA
Financial Services and Markets Act 2000, as amended

General Meeting
the general meeting of the Company to be held at 2.00 p.m. on 10 April 2026 at the offices of Dentons UK and Middle East LLP at One Fleet Place, London, EC4M 7RA

HMRC
HM Revenue & Customs

Initial Payment
the initial payment by Deutsche Numis of the applicable Tender Price multiplied by the relevant number of Tendered Shares being purchased by Deutsche Numis in accordance with the terms and conditions of the Tender Offer

Investment Manager
Baillie Gifford & Co Limited, a private limited company registered in Scotland with registered number SC069524, or any successor investment manager of the Company

Latest Practicable Date
12 March 2026

London Stock Exchange
London Stock Exchange plc

Longstop Date
31 December 2027

Main Market
main market for listed securities of the London Stock Exchange

Net Asset Value or NAV
the value of the assets of the Company less its liabilities determined in accordance with the accounting policies and principles adopted by the Board from time to time

Net Asset Value per Share or NAV per Share
the Net Asset Value divided by the number of Shares then in issue (excluding Shares held in treasury)

New Zealand Shareholders
Shareholders who are resident in, or citizens of, New Zealand

Overseas Shareholders
Shareholders who are resident in, or citizens of, territories outside the United Kingdom, the Channel Islands, and the Isle of Man and not resident in, or citizens of, any of the Restricted Jurisdictions as described in Part 4 of this document

Payment
the Initial Payment or a SpaceX Payment (including the Final SpaceX Payment) as applicable

Private Investee Company
a business, established in any legal form, in which the Company invests and which is not admitted to trading on any public stock exchange

Realisation Proceeds
has the meaning given to it in paragraph 6.1 of Part 2

Record Date for the Tender Offer or Record Date
6.00 p.m. on 16 April 2026

Registrars or Receiving Agent
Computershare Investor Services PLC, a company registered in England and Wales with registered number 03498808

Regulatory Information Service or RIS
a primary information provider approved by the FCA under section 89P of FSMA to disseminate regulatory announcements required by the UK Listing Rules, UK Disclosure Guidance and Transparency Rules and UK market abuse regulation

Relevant Proportion
in respect of the Tender Pool, the proportion that the number of Tendered Shares bear to the issued share capital of the Company (excluding treasury Shares); and in respect of the Continuing Pool, the proportion that the number of Shares (excluding treasury Shares) that are not Tendered Shares bears to the issued share capital of the Company (excluding treasury Shares)

Relevant Share
shares held in uncertificated form and in respect of which a transfer or transfers to escrow has or have been effected pursuant to the procedures described in Part 4

Repurchase Agreement
the agreement dated 16 March 2026 between the Company and Deutsche Numis relating to the repurchase by the Company on the London Stock Exchange of all the Shares purchased by Deutsche Numis pursuant to the Tender Offer

Resolution
the ordinary resolution tabled for approval at the General Meeting in respect of the Tender Offer

Restricted Jurisdictions
any of the following territories: Australia, Canada, Japan, New Zealand (save in relation to Wholesale Investors only), the Republic of South Africa, and any other jurisdiction into which the making of the Tender Offer would constitute a violation of the laws of such jurisdiction

Restricted Shareholders
Shareholders who are resident in, or citizens of, a Restricted Jurisdiction which, for the avoidance of doubt does not include Shareholders who are resident in, or citizens of, New Zealand who are Wholesale Investors

Saba
Saba Capital Management, L.P.

Sanctions Authority
each of the following:
- the United States government;
- the United Nations;
- the United Kingdom;
- the European Union (or any of its member states);
- the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, the United States Department of commerce and HM Treasury; or
- any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions in any jurisdiction in which the Company carries on business

Sanctions Restricted Person
each person or entity:
- that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority; or

that is, or is directly or indirectly owned or controlled by, or acting on behalf or at the discretion of, a person that is, described or designated in (a) the current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: https://sanctionslist.ofac.treas.gov/Home/SdnList; and/or (b) the current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date hereof can be found at: https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en); or the current “Consolidated list of financial sanctions targets in the UK” (which as of the date hereof can be found at: https://www.gov.uk/government/publications/the-uk-sanctions-list); or
that is otherwise the subject of or in violation of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in any of the following lists and are not captured in (ii) above: (a) the current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: https://www.treasury.gov/ofac//downloads/ssi/ssilist.pdf (the SSI List), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the EU Annexes), or (c) Schedule 2 of The Russia (Sanctions) (EU Exit) Regulations 2019

Scale Back Requirement
has the meaning given in paragraph 1.6 of Part 4 of this document

SEC
The U.S. Securities and Exchange Commission

Shareholders
holders of Shares

Shares
ordinary shares of 1 pence each in the capital of the Company

SORP
The Statement of Recommended Practice as issued by the Association of Investment Companies

SpaceX
Space Exploration Technologies Corporation, a United States corporation incorporated in Texas, in which the Company has an interest in the Series N Preferred shares

SpaceX Crystallisation Event
an event, of which there may be more than one, be it through a SpaceX facilitated liquidity event or by way of initial public offer at which there is an ability to realise the value of the Company's holding in SpaceX allocated to the Tender Pool

SpaceX Payment
the payment or payments by Deutsche Numis of the applicable Tender Price multiplied by the relevant number of Tendered Shares being purchased by Deutsche Numis in accordance with the terms and conditions of the Tender Offer relating to the realisation of SpaceX

Takeover Code
the City Code on Takeovers and Mergers

Takeover Panel
the Panel on Takeovers and Mergers

Tender Closing Date
1.00 p.m. on 16 April 2026, being the final date on which GOLD Tender Forms and TTE Instructions may be received and the date on which the Tender Offer closes to Eligible Shareholders

Tender Costs
the fixed costs of the Tender Offer as set out in paragraph 8 of Part 2

Tender Form
the personalised GOLD tender form enclosed with this document for use by Eligible Shareholders who hold their Shares in certificated form in connection with the Tender Offer

Tender Offer
the invitation by Deutsche Numis to each Eligible Shareholder to tender up to 100 per cent. of their Shares and the acceptance of such tenders by Deutsche Numis on the terms and subject to the conditions set out in Part 4 of this document and, in the case of Shares held in certificated form, the GOLD Tender Form, or any one or more of such invitation, tender or acceptance as the context requires

Tender Pool
the pool of cash and assets to be created in accordance with the terms of the Tender Offer and relating to the Shares which have been tendered

Tender Pool Costs
(i) the costs of realising the assets in the Tender Pool; and (ii) the stamp duty, SDRT and commission due to Deutsche Numis which is payable on the value of the Tendered Shares repurchased pursuant to the Tender Offer as described in paragraph 8 of Part 2, which are for the Tender Pool

Tender Pool Determination Date
the date specified by the Directors as being as soon as practicable following the date on which all assets in the Tender Pool (other than any contingent assets, if any) have been realised and settled and liabilities (other than ad valorem costs to be payable) have been paid and on which the Tender Pool FAV attributable to the Tender Pool will be calculated for the purposes of calculating the Final SpaceX Payment

Tender Pool FAV
the unaudited Net Asset Value of the assets in the Tender Pool on the Final SpaceX Payment Date less the Tender Pool Costs and an amount equal to the accrued liabilities attributable to the Tender Pool as at the Final SpaceX Payment Date

Tender Offer NAV
as calculated in paragraph 4 of Part 3

Tender Price
a price calculated in accordance with paragraph 4 of Part 4

Tendered Share
a Share which has been successfully tendered for purchase by Deutsche Numis pursuant to the Tender Offer

Tendering Shareholder
an Eligible Shareholder who has successfully tendered Shares pursuant to the Tender Offer

TFE Instruction
a transfer from escrow instruction, as defined by the CREST Manual

TTE Instruction
a transfer to escrow instruction, as defined by the CREST Manual

UK Listing Rules
the listing rules of the FCA

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

United States, United States of America, US, or U.S.
the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Wholesale Investor Certificate
a wholesale investor certificate to be completed and executed in compliance with the Financial Markets Conduct Act 2013 (NZ) that can be requested from Deutsche Numis or Computershare by Wholesale Investors who wish to participate in the Tender Offer

Wholesale Investors
wholesale investors who are resident in or citizens of New Zealand within the meaning set out in clause 3(2) of Schedule 1 to the Financial Markets Conduct Act 2013 (NZ)

PART 9 – NOTICE OF A GENERAL MEETING

EDINBURGH WORLDWIDE INVESTMENT TRUST PLC

(Incorporated and registered in Scotland with registered number SC184775)

(Registered as an investment company under section 833 of the Companies Act 2006)

NOTICE IS HEREBY GIVEN that a general meeting of Edinburgh Worldwide Investment Trust plc (the Company) will be held at 2.00 p.m. on 10 April 2026 at the offices of Dentons UK and Middle East LLP, One Fleet Place, London, EC4M 7RA and, if thought fit, pass the following resolution being an ordinary resolution:

ORDINARY RESOLUTION

THAT, without prejudice to and in addition to, and not in substitution for, any existing authorities, the Company be and is hereby authorised for the purpose of section 701 of the Companies Act to make market purchases (within the meaning of section 693 of the Companies Act) of its issued ordinary shares of 1 pence each (the Shares) pursuant to the Repurchase Agreement entered into between the Company and Deutsche Numis in connection with the completion of the Tender Offer to all Eligible Shareholders in the Company made by Deutsche Numis on the terms and conditions set out in the Circular provided that:

(i) the maximum aggregate number of Shares hereby authorised to be purchased is 350,000,000 Shares;

(ii) the maximum price (exclusive of expenses) which may be paid for a Share shall not exceed £1,000;

(iii) the minimum price (exclusive of expenses) which may be paid for a Share shall be 1 penny;

(iv) the authority hereby conferred shall expire on the earlier of: (i) completion of the Tender Offer in accordance with its terms; (ii) 31 December 2027, (unless such authority is renewed prior to such date), save that the Company may, prior to such expiry, enter into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry and make a purchase of such Shares pursuant to any such contract; and

(v) any Shares so purchased shall be cancelled.

Terms defined in the Company's circular to Shareholders dated 16 March 2026 (the Circular) shall have the same meaning as in this notice.

By order of the Board of Directors

Registered office

Callton Square

1 Greenside Row

Edinburgh

Scotland

EH1 3AN

Baillie Gifford & Co Limited

Company Secretary

16 March 2026

Notes:
These notes should be read in conjunction with the notes on the Form of Proxy.

Voting record date

Only members registered in the Register of Members of the Company at close of business on 8 April 2026 or, if the General Meeting is adjourned, at close of business on the day two days prior to the adjourned meeting, shall be entitled to vote at the General Meeting in respect of the number of voting rights registered in their name at that time. Changes to entries on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the General Meeting.

In the case of joint holders of a voting right, the vote of the senior who tenders a vote 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 in respect of the joint holding.

Rights to attend and vote

A Form of Proxy is enclosed with this notice. To be valid, the BLUE Form of Proxy, together with the power of attorney or other authority, if any, under which it is executed (or notarially certified copy of such power or authority) must be deposited with the registrar, Computershare Investor Services PLC not later than 2.00 p.m. on 8 April 2026.

Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the meeting, if they wish.

Right to appoint proxies

Pursuant to Section 324 of the Companies Act 2006 (the Act), a member entitled to attend and vote at the meeting may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares held by him. A proxy need not be a member of the Company.

Shareholders are encouraged to appoint the Chair of the General Meeting as their proxy to vote on their behalf.

Section 324 does not apply to persons nominated to receive information rights pursuant to Section 146 of the Act. Persons nominated to receive information rights under Section 146 of the Act have been sent this notice of meeting and are hereby informed, in accordance with Section 149(2) of the Act, that they may have the right under an agreement with the registered member by whom they are nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have such right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. The statement of rights of Shareholders in relation to the appointment of proxies does not apply to nominated persons.

Proxies' rights to vote at the General Meeting

On a poll, all or any of the voting rights of the member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, Section 285(4) of the Act does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.

Voting on the resolution will be conducted by way of a poll.

As soon as practicable following the meeting, the results of the voting will be announced via a Regulatory Information Service and also placed on the Company's website, www.edinburghworldwide.co.uk.

Voting by corporate representatives

A corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf, all of its powers as a Shareholder, provided that they do not do so in relation to the same shares. To attend the meeting corporate representatives will require a letter of representation in accordance with Section 323 of the Act.

Receipt and termination of proxies

To be valid the enclosed Form of Proxy must be lodged with the Company's registrar, Computershare Investor Services PLC (Computershare) (ID 3RA50), at The Pavilions, Bridgwater Road, Bristol BS99 6AH as soon as possible and in any event so as to arrive by not later than 2.00 p.m. on 8 April 2026. We strongly encourage you to appoint the Chair of the meeting as your proxy.

A member may terminate a proxy's authority at any time no later than 48 hours before the commencement of the General Meeting. Termination must be provided in writing and submitted to the Company's registrar. In accordance with the Company's articles of association, in determining the time for delivery of proxies, no account shall be taken of any part of a day that is not a working day.

Alternatively, Shareholders may register the appointment of a proxy electronically by logging on to the website www.investorcentre.co.uk/eproxy. To appoint a proxy electronically, you will require your Shareholder Reference Number and voting PIN number which can be found on your proxy form. We strongly encourage you to appoint the Chair of the meeting as your proxy electronically. Electronic proxy appointments must be received by the Company's registrar, Computershare, no later than 48 hours before the time appointed for the meeting (excluding weekends and public holidays) or any adjournment of the meeting. Proxies received after that date will not be valid.

7. Communication with the Company

Members may not use any electronic address provided either in the notice of meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.

8. Electronic receipt of proxies

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 the Company's agent (ID number 3RA50) no later than the deadline specified in Note 6. 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 the issuer's agent is able to retrieve the message. 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. Instructions on how to vote through CREST can be found on the website www.euroclear.com.

9. Questions at the General Meeting

Any member attending the General Meeting has the right to ask questions. Section 319A of the Act requires the directors of the Company to answer any question raised at the General Meeting which relates to the business of the General Meeting, although no answer need be given:

(a) if to do so would interfere unduly with the proceedings of the General Meeting or involve disclosure of confidential information;

(b) if the answer has already been given on the Company's website; or

(c) if it is undesirable in the best interests of the Company or the good order of the General Meeting that the question be answered.

10. Website

A copy of the notice of the General Meeting, including these explanatory notes and other information required by Section 311A of the Act, is included on the Company's website, www.edinburghworldwide.co.uk.

11. Total voting rights at date of notice

As at 13 March 2026, the latest practicable date prior to publication of this document, the Company had 405,753,695 Shares in issue of which 59,869,403 were held as treasury shares. Therefore, the total number of voting rights in the Company as at 13 March 2026 were 345,884,292.

AI assistant

Edinburgh Worldwide Investment Trust PLC — Proxy Solicitation & Information Statement 2026

5230_rns_2026-03-16_e755d790-59d7-414a-8d9f-08caf986f844.pdf

EDINBURGH WORLDWIDE INVESTMENT TRUST

VOTE FOR THE TENDER OFFER

EDINBURGH WORLDWIDE INVESTMENT TRUST PLC

Notice of General Meeting

YOUR VOTE IS IMPORTANT – ACT NOW

Voting

The Tender Offer

EDINBURGH WORLDWIDE INVESTMENT TRUST PLC

Act now to protect your investment before Saba takes control

Saba has confirmed its intentions and its control agenda

The regulatory framework will not protect you in this situation

A change of control is highly probable

SUMMARY

For Tendering Shareholders:

For remaining Shareholders:

ACTION TO BE TAKEN BY SHAREHOLDERS IN RESPECT OF (1) THE RESOLUTION AND (2) THE TENDER OFFER

(1) THE RESOLUTION: HOW TO VOTE ON THE RESOLUTION AT THE GENERAL MEETING

(2) THE TENDER OFFER:

SHAREHOLDERS THAT WISH TO TENDER ALL OR ANY OF THEIR SHARES

NOTICE TO U.S. SHAREHOLDERS

PART 2 – THE TENDER OFFER

THE TENDER OFFER AND ACTIONS TO BE TAKEN

1 The Tender Offer

2 Difference between the Tender Offer and Saba's suggested cash exit under a new board

3 Future of the Company

4 The General Meeting

5 Action to be taken

5.1 Voting at the General Meeting

5.2 Participating in the Tender Offer

FURTHER DETAILS OF THE TENDER OFFER

6 The Tender Offer

6.1 Summary of the Tender Offer

6.2 Conditions of the Tender Offer

7 Participation in the Tender Offer

Details of the Tender Offer

Process of repurchase

8 Costs and expenses of the Tender Offer

9 Existing Share buyback authority

10 Overseas Shareholders, Sanctions Restricted Persons and Restricted Shareholders

11 Taxation

12 City Code on Takeovers and Mergers

General

Major Shareholders

Effect of the Tender Offer

Deutsche Numis

PART 3 – LETTER FROM DEUTSCHE NUMIS

1 Introduction

2 Procedure for tendering Shares

2.1 Certificated Shares: Tender Form

2.2 Uncertificated Shares: CREST arrangements

3 Validity of Tender Form or TTE Instructions

4 Calculation of the Tender Offer NAV

5 Continuing Pool and Tender Pool

6 Tender Prices

7 Allocation of assets and liabilities

8 General

9 Settlement

10 Restricted Shareholders, Sanctions Restricted Persons and Overseas Shareholders

11 Conditions

12 Termination of the Tender Offer

13 Further information

2 Entitlement

3 Conditions

4 Calculation and announcement of the Tender Prices

5 Procedure for tendering Shares

5.1 Shares held in certificated form (that is, not in CREST)

5.1.1 Completion of Tender Forms

Return of Tender Forms

5.2 Shares held in uncertificated form (that is, in CREST)

5.2.1 Completion of TTE Instruction

5.2.2 Deposits of Shares into, and withdrawals of Shares from, CREST

5.3 Validity of Tender Forms and TTE Instructions

6 Allocation of assets and liabilities

7 General

8 Results of the Tender and Settlement

10 Additional provisions

11 Termination of the Tender Offer

Edinburgh Worldwide Investment Trust PLC Proxy Solicitation & Information Statement 2026