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Edinburgh Worldwide Investment Trust PLC Proxy Solicitation & Information Statement 2026

Apr 8, 2026

5230_agm-r_2026-04-08_a5711661-675e-4727-8ea1-6f0cb0c0ef09.pdf

Proxy Solicitation & Information Statement

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EDINBURGH WORLDWIDE INVESTMENT TRUST

Annual General Meeting

To be held at 12.00 noon
on 30 April 2026
at the offices of Baillie Gifford & Co,
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN

April 2026


  • You must act now to protect YOUR interests.
  • No holding is too small. Every vote WILL COUNT.
  • You can still vote even if you have tendered your Shares.
  • Please VOTE IN FAVOUR of the Board Resolutions and VOTE AGAINST the Saba Resolutions
  • PLEASE VOTE TO STOP SABA.

Instructions on how to vote are set out at page 7 of this document and at trustEWIT.com

If you need any further information about how to vote please contact:

Our Proxy Agent Georgeson

[email protected]
+44 (0) 7748 491 929
(Monday to Friday 9 a.m. to 5 p.m.)

Baillie Gifford

[email protected]
0800 917 2113
(Monday to Friday 8.30 a.m. to 5.30 p.m.)

Irrespective of whether the Tender Offer is approved at the Company's general meeting on 10 April 2026, this AGM matters. Who do you trust to oversee the Company's next stage and safeguard Shareholders' interests?


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.

If you have sold, transferred or otherwise disposed of all your ordinary shares of 1 pence each in the capital of Edinburgh Worldwide Investment Trust plc (Shares) (Edinburgh Worldwide or the Company), please pass this document and the accompanying GREEN form of proxy (the Form of Proxy) to the stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations.

The distribution of this document, together with the accompanying GREEN Form of Proxy, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 Annual General Meeting

and

Unanimous recommendation of the Board to VOTE IN FAVOUR of the Board Resolutions and VOTE AGAINST the Saba Resolutions

Notice of the annual general meeting of the Company to be held at 12.00 noon on 30 April 2026 (the Notice of AGM) at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN is set out at Part 2 of this document (the Annual General Meeting or AGM). Shareholders of the Company are requested to return the GREEN Form of Proxy accompanying this document for use at the AGM. Shareholders can still vote even if they have tendered their Shares.

To be valid the GREEN Form of Proxy accompanying this document must be completed and returned in accordance with the instructions printed on them, so as to be received by the Company's registrar, Computershare Investor Services plc (the Registrar) at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or lodged at www.investorcentre.co.uk/eproxy as soon as possible, but in any event by no later than: 12.00 noon on 28 April 2026.

Those who do not hold their Shares directly (including those who have invested through investor platforms) 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 instructions on how votes should be submitted and specify a deadline for receipt, please note those instructions. Please also note that the deadline is likely to be earlier than the time and date for receipt of the GREEN Form of Proxy set out above, potentially as early as 23 April 2026.

If you hold your Shares in uncertificated form (i.e. in CREST) you may appoint a proxy for the Annual General Meeting by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual issued by Euroclear UK & International Limited 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 AGM. 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.


The Company has appointed Georgeson (a trading name of Computershare Investor Services PLC) to liaise with Shareholders to ensure that the GREEN Form of Proxy is completed and submitted by the deadline stated above. If you need further information or assistance in voting your Shares, please email [email protected] or telephone +44 (0) 7748 491 929 (between 9.00 a.m. and 5.00 p.m. (UK time) Monday to Friday) for more information.

If you have any general questions in relation to the Company, please contact Baillie Gifford & Co Limited (Baillie Gifford) via email (at [email protected]) or by telephone (on 0800 917 2113) between 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except on public holidays in England and Wales).

Should you or, if appointed, your proxy, wish to view the Annual General Meeting electronically, please get in touch with the Managers at [email protected], who will be able to provide you with details and instructions for doing so.

It is important that shareholders of the Company (Shareholders) complete and return the GREEN 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.

ACTIONS TO BE TAKEN

Action Deadline
Submit votes to approve Tender Offer 2.00 p.m. on 8 April
Submit elections for Tender Offer 1.00 p.m. on 16 April
Submit votes for AGM 12.00 noon on 28 April

Shareholders should note that deadlines for voting and tendering may be earlier if you hold your interest in the Company through a platform.

Shareholders who tender their Shares will still be able to vote at the AGM.

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3

CONTENTS

Page
EXPECTED TIMETABLE 4
PART 1 – LETTER FROM THE CHAIR 5
HOW TO EXERCISE YOUR VOTE 7
PART 2 – NOTICE OF ANNUAL GENERAL MEETING 8
PART 3 – EXPLANATORY NOTES TO THE BOARD RESOLUTIONS TO BE PROPOSED AT THE AGM 11
PART 4 – STATEMENT FROM SABA 16

EXPECTED TIMETABLE

2026

Publication of this document 7 April

Record time and date for entitlement to vote at the Annual General Meeting 6.00 p.m. 28 April

Latest time and date for receipt of the GREEN Form of Proxy, or submitting proxy instructions online at www.investorcentre.co.uk/eproxy or through CREST in respect of the Annual General Meeting 12.00 noon on 28 April

Annual General Meeting 12.00 noon on 30 April

Notes:

  1. All references to time in this document are to UK time.
  2. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified by an announcement through a regulatory information service.

12.00 NOON ON TUESDAY 28 APRIL 2026:

THE LATEST TIME FOR US TO RECEIVE YOUR ANNUAL GENERAL MEETING GREEN FORM OF PROXY

AND THE LATEST TIME FOR YOU TO VOTE ONLINE

PLEASE NOTE THAT PLATFORM DEADLINES MAY BE AS EARLY AS 23 APRIL – PLEASE VOTE AS SOON AS POSSIBLE.

YOU CAN STILL VOTE EVEN IF YOU HAVE TENDERED YOUR SHARES


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
(the Board or Directors)

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

7 April 2026

Dear Shareholder

Protect your investment. Protect your Trust. Vote to stop Saba.

YOUR VOTE IS IMPORTANT AT THIS AGM

I am writing to you with details of the Annual General Meeting we are holding on 30 April 2026 at 12.00 noon at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN.

This is another critical moment for Edinburgh Worldwide. Over the past two years, your Board – with the strong and consistent support of Shareholders – has successfully resisted repeated attempts by Saba Capital Management L.P. (Saba) to take control of the Company. Twice already, you have made your position clear, overwhelmingly rejecting Saba's proposals and endorsing the Company's strategy and Board. Despite this, Saba has returned with the same objective: to replace your Board and take control of the Company.

Your vote at this AGM is critical. Failing to vote risks allowing control of the Company to pass to Saba by default.

YOU CAN STILL VOTE EVEN IF YOU HAVE TENDERED YOUR SHARES.

Saba is seeking control of your Company – for the third time in 15 months at this AGM

In February 2025 and January 2026, over 90 per cent. of non-Saba Shareholders who voted rejected Saba's proposals to remove the current board and appoint its own three nominees. On 10 February 2026, just three weeks after its second failed attempt for control, Saba proposed the same three nominees to be appointed to the Board at this AGM (the Saba Resolutions). If appointed, these Saba nominees will have the authority to appoint a new investment manager. Saba has been clear that it intends to seek appointment as investment manager and if appointed will seek to change the investment strategy of the Company. A situation where Saba can use its shareholder rights to ensure it can obtain a position as investment manager is a clear conflict of interest with a real risk of prejudice to non-Saba Shareholders. I have raised this with the FCA, though its timeline to consult, review and address this flaw in the regulatory framework will take far longer to fix than in the time remaining prior to the upcoming AGM in April.

I am disappointed that despite repeated attempts by the Board, Saba's proposed directors have failed to engage in any way with Shareholders. They did not attend the RGM at which they were proposed on 20 January 2026 and declined the open invitation to participate in the shareholder Q&A session hosted on 27 March 2026. At the same time, Saba continues to pursue a course of action that the Board believes would fundamentally alter the Company's direction, away from its long-term investment mandate and towards its own commercial objectives.

5


6

Why board composition and independence matter, even after the tender

All Shareholders in the Company deserve a truly independent and appropriately experienced Board, one that acts for all Shareholders. The Board firmly believes that the current Directors remain best placed to oversee the next stage of the Company, including ensuring the proper implementation of the tender offer (the Tender Offer), if approved, and the orderly realisation and delivery of SpaceX proceeds to those who have tendered their shares. If the Tender Offer is not approved, the Board will consider the next best strategic steps for the future of the Company in the interests of all Shareholders.

A board nominated by Saba provides an unknown future, with directors who are inexperienced in the UK market, inexperienced in the operation of UK investment trusts and are susceptible to pressure from Saba as the largest Shareholder.

The results of the general meeting to approve the Tender Offer will be announced on 10 April 2026. Whatever the outcome, the AGM will determine who controls the Company.

Even if you have tendered your Shares, it is essential that you vote at the AGM. Failing to do so risks allowing control of the Company to pass to Saba.

What you need to do

At the AGM, the Company will propose resolutions to transact ordinary business, including the election and re-election of the Directors (the Board Resolutions) which are set out as resolutions 1-13 in the Notice of AGM and as explained in Part 3 of this document (Explanatory notes to the Board Resolutions to be proposed at the AGM). The Saba Resolutions will also be proposed in accordance with the Companies Act 2006.

Shareholders who hold their Shares through platforms should be aware that their platforms may not proactively contact them regarding voting at the AGM and Shareholders may need to engage directly with their platform to cast their vote. The Company has engaged proxy advisors Georgeson to assist Shareholders with this process and they can be contacted at [email protected] and on +44 (0) 7748 491 929 (Monday to Friday 9 a.m. to 5 p.m.).

Please note that given the timing of the proposed completion of the Tender Offer, Shareholders who have tendered their Shares will still be able to vote at the AGM.

Recommendation

The Board believes that the Board Resolutions to be proposed at the Annual 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 Board Resolutions to be proposed at the AGM.

The Board does not believe that the Saba Resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole and the Board unanimously recommends that Shareholders VOTE AGAINST the Saba Resolutions.

A defining moment

Shareholders have rejected Saba's proposals twice before. Saba has returned for a third time and its desire for control now depends on your participation.

Protect your investment.
Protect your Trust.
Vote to stop Saba.

Sincerely yours

img-0.jpeg

Jonathan Simpson-Dent
Chair


7

HOW TO EXERCISE YOUR VOTE

All Shareholders are encouraged to VOTE IN FAVOUR of all the Board Resolutions and VOTE AGAINST all the Saba Resolutions to be proposed at the Annual General Meeting. Shareholders who have tendered their Shares are still able to vote at the AGM.

Details of how to vote depending on your investment platform can also be found at www.trustEWIT.com.

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

(i) by completing and signing the GREEN Form of Proxy for use in relation to the Annual General Meeting in accordance with the instructions printed thereon and returning them by post, courier or (during normal business hours only) by hand to the Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY;

(ii) by appointing a proxy electronically via the Registrar's online proxy voting service www.investorcentre.co.uk/eproxy, (you will need to create an online portfolio using your Shareholder Reference Number on the GREEN Form of Proxy) (see Note 2 to the Notice of AGM);

(iii) in the case of CREST members, by using the CREST electronic voting service by CREST Proxy Instruction to the Registrar (CREST Participant ID 3RA50) in accordance with the procedures set out in the notes to the Notice of AGM;

(iv) 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 are also available at https://www.theaic.co.uk/shareholder-voting-consumer-platforms. Details on 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.

In each case, to be valid the proxy appointments must be completed in accordance with the instructions accompanying it and transmitted so as to be received by the Registrar as soon as possible and, in any event, BY NO LATER THAN 12.00 NOON ON 28 APRIL 2026

We would note that platform deadlines for voting are likely to be earlier than this date so Shareholders who hold their Shares through platforms should engage with their platform provider in early course – potentially as early as 23 April 2026.

Appointing a proxy online, completing, signing and returning the hard copy Form of Proxy or completing and transmitting a CREST Proxy Instruction will not preclude Shareholders from attending and voting at the Annual General Meeting in person, should they so wish and are so entitled.

In accordance with current best practice and to ensure voting accurately reflects the views of Shareholders, it will be proposed that at the Annual General Meeting voting will be conducted by way of a poll vote rather than by a show of hands, and the relevant procedures will be explained at the Annual General Meeting.

The Company has appointed Georgeson (a trading name of Computershare Investor Services PLC) to liaise with Shareholders to ensure that the GREEN Form of Proxy is completed and submitted by the deadline stated above. If you need further information or assistance in voting your Shares, please email [email protected] or telephone +44 (0) 7748 491 929 (between 9.00 a.m. and 5.00 p.m. (UK time) Monday to Friday) for more information.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial and/or legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.


8

PART 2 – NOTICE OF ANNUAL 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 the twenty eighth Annual General Meeting of Edinburgh Worldwide Investment Trust plc (the Company) will be held at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN on 30 April 2026 at 12.00 noon for the purposes of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 and 13 will be proposed as special resolutions (the Board Resolutions).

Resolutions 14 to 16 have been requisitioned pursuant to section 338 of the Companies Act 2006 (the Act) by Vidacos Nominees Limited a/c 2062, a registered Shareholder holding 34,873,693 ordinary shares in the Company, constituting approximately 10 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at the date of the requisition notice being 10 February 2026 (which shares are held on behalf of Saba Capital Management, L.P.) which are proposed as ordinary resolutions (the Saba Resolutions).

Board Resolutions

Ordinary resolutions

  1. To receive and adopt the annual report and financial statements of the Company for the financial year ended 31 October 2025 together with the reports of the Directors and of the independent auditor thereon.
  2. To approve the Directors' Annual Report on Remuneration for the financial year ended 31 October 2025.
  3. To approve the Directors' Remuneration Policy.
  4. To re-elect Jonathan Simpson-Dent as a director of the Company.
  5. To re-elect Caroline Roxburgh as a director of the Company.
  6. To re-elect Mary Gunn as a director of the Company.
  7. To re-elect Jane McCracken as a director of the Company.
  8. To elect Gregory Eckersley as a director of the Company.
  9. To re-appoint Ernst & Young LLP as independent auditor of the Company to hold office until the conclusion of the next annual general meeting at which the financial statements are laid before the Company.
  10. To authorise the Directors to determine the remuneration of the independent auditor of the Company.
  11. That, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (Securities) provided that such authority shall be limited to the allotment of shares and grant of rights in respect of shares with an aggregate nominal value of up to £1,141,418.16 (representing approximately 33 per cent. of the nominal value of the issued share capital as at 1 April 2026, excluding treasury shares), such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require Securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant Securities in pursuance of such an offer or agreement as if such authority had not expired.

9

Special resolutions

  1. That, subject to the passing of resolution 11 above, the Directors of the Company be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the authority given by resolution 11 above and to sell treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

a. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on the expiry of 15 months from the passing of this Resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and

b. shall be limited to the allotment of equity securities or the sale of treasury shares up to an aggregate nominal value of £345,884.29 (representing approximately 10 per cent. of the nominal value of the issued share capital of the Company as at 1 April 2026, excluding treasury shares).

  1. That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Company be generally and unconditionally authorised, in accordance with section 701 of the Companies Act 2006 (the Act) to make market purchases (within the meaning of section 693(4) of the Act) of fully paid ordinary shares in the capital of the Company (Shares) (either for retention as treasury shares for future reissue, resale, transfer or for cancellation) provided that:

a. the maximum aggregate number of Shares hereby authorised to be purchased is 51,848,055 or, if less, the number representing approximately 14.99 per cent. of the issued ordinary share capital (excluding treasury shares) of the Company as at the date of the passing of this resolution;

b. the minimum price (excluding expenses) which may be paid for each Share shall be the nominal value of that Share;

c. the maximum price (excluding expenses) which may be paid for any Share purchased pursuant to this authority shall not be more than the higher of:

i. 5 per cent. above the average closing price on the London Stock Exchange of a Share over the five business days immediately preceding the day of purchase; and

ii. an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase is carried out; and

d. unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting, save that the Company may, prior to such expiry, enter into a contract to purchase Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract or contracts.

Saba Resolutions

Ordinary resolutions

Appointments

  1. To appoint Gabriel Gliksberg as a director of the Company with effect from the end of the general meeting.

  2. To appoint Jassen Trenkow as a director of the Company with effect from the end of the general meeting.

  3. To appoint Michael Joseph as a director of the Company with effect from the end of the general meeting.

By Order of the Board

Baillie Gifford & Co Limited
Managers and Secretaries
7 April 2026


10

Notes

  1. A Shareholder who is entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote on his/her behalf. Such proxy need not also be a Shareholder of the Company. If appointing more than one proxy, each proxy must be appointed to exercise rights attaching to different shares held by the Shareholder. You can only appoint a proxy using the procedure set out in these notes and the notes to the proxy form.

  2. A GREEN Form of Proxy for use by Shareholders at the AGM is enclosed with this document. Proxies must be lodged with the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or www.investorcentre.co.uk/eproxy, not less than two days (excluding non-working days) before the time appointed for the AGM together with any power of attorney or other authority (if any) under which it is signed. Completion of the GREEN Form of Proxy will not prevent a Shareholder from attending the AGM and voting in person.

  3. Only those Shareholders having their name entered on the Company's share register not later than close of business two days (excluding non-working days) before the time appointed for the AGM or, if the AGM is adjourned, two days (excluding non-working days) prior to the date of the adjourned AGM, shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the entries on the Company's share register after that time shall be disregarded in determining the rights of any Shareholder to attend, speak and vote at the AGM, notwithstanding any provision in any enactment, the Articles of Association of the Company or other instrument to the contrary.

  4. Any 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.

  5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual and by logging on to the website euroclear.com/CREST. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by the Company's registrars, Computershare Investor Services PLC (ID 3RA50) no later than two days (excluding non-working days) before the time of the AGM or any adjournment. No such message received through the CREST network after this time will be accepted. The time of receipt will be taken to be the time from which the Registrars are able to retrieve the message by enquiry to CREST. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  6. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (Nominated Persons). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in notes 1 and 2 above does not apply to Nominated Persons. The rights described in these notes can be exercised only by members of the Company.

  7. As at 1 April 2026 (being the latest practicable date prior to the publishing of this notice) the Company's issued share capital (excluding treasury shares) comprised 345,884,292 ordinary shares of 1p each. The Company held 59,869,403 shares in treasury. Therefore, as at 1 April 2026, the total number of voting rights exercisable at the AGM is 345,884,292.

  8. Any person holding 3 per cent. of the total voting rights in the Company who appoints a person other than the Chair as his/her proxy will need to ensure that both he/she and such third party comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.

  9. The members of the Company may require the Company to publish, on its website, (without payment) a statement (which is also passed to the auditor) setting out any matter relating to the audit of the Company's Financial Statements, including the auditor's report and the conduct of the audit. The Company will be required to do so once it has received such requests from either members representing at least 5 per cent. of the total voting rights of the Company or at least 100 members who have a relevant right to vote and hold shares in the Company on which there has been paid up an average sum per member of at least £100. Such requests must be made in writing and must state your full name and address and be sent to the Company at Calton Square, 1 Greenside Row, Edinburgh EH1 3AN.

  10. Information regarding the AGM, including information required by section 311A of the Companies Act 2006, is available from the Company's page of Baillie Gifford & Co Limited's website, edinburghworldwide.co.uk.

  11. Under section 319A of the Companies Act 2006, the Company must answer any question relating to the business being dealt with at the AGM put by a member attending the AGM unless:

a. answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information;

b. the answer has already been given on a website in the form of an answer to a question; or

c. it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

  1. Shareholders are advised that, unless otherwise stated, any telephone number, website or e-mail address which may be set out in this notice of AGM or in any related documents (including the GREEN Form of Proxy) is not to be used for the purposes of serving information or documents on, or otherwise communicating with, the Company for any purposes other than those expressly stated.

  2. No Director has a contract of service with the Company.


11

PART 3 – EXPLANATORY NOTES TO THE BOARD RESOLUTIONS TO BE PROPOSED AT THE AGM

PART A

Directors' report and financial statements

The Company's annual report and accounts for the year ended 31 October 2025 (the 2025 Annual Report) can be found on the Company's website at edinburghworldwide.co.uk for the consideration of Shareholders. It was also mailed to those Shareholders who receive hard copies on 20 January 2026.

Directors' Remuneration Report and Directors' remuneration policy

The Remuneration Report is set out on pages 72 to 75 of the 2025 Annual Report. It has been prepared in accordance with the regulations governing the disclosure and approval of Directors' remuneration.

The Directors' Remuneration Policy is subject to Shareholder approval every three years or sooner if an alteration to the policy is proposed. As the Remuneration Policy was last approved by Shareholders in March 2023, Shareholders' approval of the policy is being sought at the Annual General Meeting. Your attention is drawn to Resolution 3 in the Notice of AGM. No changes are proposed to the policy. The Remuneration Policy is set out at page 72 of the 2025 Annual Report.

Election and re-election of directors

All Directors, bar Mungo Wilson who is stepping down, will stand for election and re-election at the AGM. As Gregory Eckersley was appointed after last year's AGM, he will stand for election. Mungo Wilson will not be standing for re-election due to his nine year tenure coming to an end and is therefore stepping down in accordance with corporate governance best practice.

Following formal performance evaluation, the Board concluded that the performance of each of the Directors continues to be effective and that they remain committed to the Company. Their contribution to the Board is greatly valued and the Board recommends their election and re-election to Shareholders. The biographies of the Directors are set out in Part B of this Part 3.

Auditor

The Board is satisfied that Ernst & Young LLP remains independent and effective and supports their re-appointment as auditor and, the Directors are authorised to negotiate their remuneration.

Issuance of Shares

At the last annual general meeting, the Directors were granted Shareholders' approval for a general authority to issue Shares, up to £1,228,906.50, being approximately 33 per cent. of the nominal value of the Company's issued ordinary share capital as at 16 January 2025. The authority sought to issue Shares or sell Shares held in treasury for cash on a non pre-emptive basis, up to £372,395.91, representing approximately 10 per cent. of the nominal value of the issued share capital of the Company as at 16 January 2025 (without first offering such Shares to existing Shareholders pro-rata to their existing holdings) was not passed.

During the year to 31 October 2025 no Shares were issued by the Company.

Resolution 11 in the Notice of AGM seeks a general authority for the Directors to issue ordinary shares up to an aggregate nominal amount of £1,141,418.16. This amount represents approximately 33 per cent. of the Company's total ordinary share capital in issue as at 1 April 2026, being the latest practicable date prior to the publication of this document, and meets institutional guidelines. No issue of ordinary shares will be made pursuant to the authorisation in Resolution 11 which would effectively alter the control of the Company without the prior approval of Shareholders in general meeting.

Resolution 12, which is being proposed as a special resolution, seeks to renew the Directors' authority to allot equity securities, or sell treasury shares, for cash without having to offer such shares to existing Shareholders pro-rata to their existing holdings, up to a total nominal amount of £345,884.29, representing approximately 10 per cent. of the Company's total issued ordinary share capital as at 1 April 2026, being the latest practicable date prior to publication of this document.


The Directors consider that the authorities proposed to be granted by Resolutions 11 and 12 continue to be advantageous when the Company's Shares trade at a premium to net asset value and the level of natural liquidity in the market is unable to meet demand. The Directors do not intend to use this authority to sell or issue Shares on a non pre-emptive basis at a discount to net asset value. The Directors consider the flexibility provided by this authority to be justified in the circumstances.

The authorities sought in Resolutions 11 and 12 will continue until the conclusion of the annual general meeting to be held in 2027 or on the expiry of 15 months from the passing of the resolutions, if earlier. Such authorities will only be used to issue Shares or sell Shares from treasury at a premium to net asset value and only when the Directors believe that it would be in the best interests of the Company to do so.

The Directors believe that the ability to buy-back Shares at a discount and re-sell them or issue new Shares at a premium are useful tools in smoothing supply and demand. 59,869,403 Shares were held in treasury as at 1 April 2026.

Market purchases of Shares by the Company

At the last annual general meeting the Company was granted authority to purchase up to 55,822,146 Shares (equivalent to 14.99 per cent. of its issued share capital). This authority expires at the Annual General Meeting. 24,442,616 Shares were bought back during the year under review and 59,869,403 Shares are currently held in treasury. Between 1 November 2025 and 1 April 2026, a further 2,340,000 Shares were bought back.

The principal reasons for share buybacks are:

  • to enhance net asset value for continuing Shareholders by purchasing shares at a discount to the prevailing net asset value; and
  • to address any imbalance between the supply of and the demand for the Company's Shares that results in a discount of the quoted market price to the published net asset value per Share.

The Company may hold bought back Shares in treasury and then:

  • sell such Shares (or any of them) for cash (or its equivalent under the Companies Act 2006); or
  • cancel the Shares (or any of them).

Shares will only be re-sold from treasury at a premium to net asset value per Share. Treasury shares do not receive distributions and the Company is not entitled to exercise voting rights attaching to them.

The Directors are seeking Shareholders' approval at the Annual General Meeting to renew the authority to purchase up to 51,848,055 Shares in issue as at 1 April 2026, being the latest practicable date prior to the publication of this document (or, if less, the number representing approximately 14.99 per cent. of the Company's issued share capital (excluding treasury shares)) at the date of passing of the resolution, such authority to expire at the annual general meeting of the Company to be held in 2027.

In accordance with the UK Listing Rules, the maximum price (excluding expenses) that may be paid on the exercise of the authority must not exceed the higher of:

  • 5 per cent. above the average closing price on the London Stock Exchange of a Share over the five business days immediately preceding the date of purchase; and
  • an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

The minimum price (exclusive of expenses) that may be paid will be the nominal value of a Share. Purchases of Shares will be made within guidelines established, from time to time, by the Board. Your attention is drawn to Resolution 13 in the Notice of AGM.

12


The Share buy-back programme is currently suspended given the potential upcoming Tender Offer. Being mindful of the interests of longer-term ongoing Shareholders as well as market liquidity and sentiment, post the completion of the closure of the Tender Offer, the Board believes it is in the best interests of the Shareholders as a whole to allow the Company to make purchases under a Share buy-back programme at a discount to NAV for Shareholders seeking enhanced liquidity. Whilst not determining or prohibiting factors, the Board is also mindful of and continuously monitors the level of private company exposure and invested gearing. The Board will consider the merits of resuming the Share buy-back programme following the closure of the Tender Offer (if approved).

Saba Resolutions

Resolutions 14 to 16 have been requisitioned by Saba in accordance with s.338 of the Act. A statement from Saba is set out in Part 4 of this document.

Recommendation

The Directors consider each of the Board Resolutions being proposed at the Annual General Meeting to be in the best interests of the Company and its Shareholders as a whole and they unanimously recommend that all Shareholders VOTE IN FAVOUR of them, as they intend to do in respect of their beneficial holdings.

The Board recommends voting AGAINST the Saba Resolutions.

The Board intends to hold the AGM voting on a poll. The Board encourages all Shareholders to submit proxy voting forms as soon as possible and, in any event, by no later than 12.00 noon on 28 April 2026, to ensure that your votes are represented at the meeting (whether or not you intend to attend in person).

Should Shareholders have questions for the Board or the Managers or any queries as to how to vote, they are welcome as always to submit them by email to [email protected] or call 0800 917 2113. Baillie Gifford may record your call. Further details on voting can be found on page 7.

13


PART B

BIOGRAPHIES OF DIRECTORS

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Jonathan Simpson-Dent Chair

Jonathan Simpson-Dent is an experienced board director who has spent the majority of his career running entrepreneurial private equity and listed mid-cap international growth businesses.

Jonathan's extensive experience in privately financed ventures with a strong focus on valuation and expertise in risk management frameworks are valuable to the Board when assessing, monitoring and valuing the Company's private company investments.

Jonathan has been instrumental in developing the comprehensive action plan to improve execution since taking on the Chair role on 5 March 2024. In addition, his board and chair experience has helped to ensure that the Company has the highest corporate governance standards.

Jonathan currently chairs three private equity portfolio companies: Danx Carousel Group, Andwis Group and Easby Group. He previously worked at PricewaterhouseCoopers LLP, McKinsey & Company and PepsiCo. He is a Fellow of the Institute of Chartered Accountants.

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Jane McCracken

Senior Independent Director

Jane McCracken was appointed Senior Independent Director on 5 March 2024. She has spent her career working with high growth technology businesses based in her native USA, along with the UK, as an entrepreneur, equity investor, board member and advisor, specialising in scaling up venture-backed and public technology companies. This includes her CFO role of London-listed in-vitro diagnostics firm Axis-Shield Plc.

Jane possesses deep expertise and experience in the technology sector and has a wide network of industry contacts assisting the Board in making informed decisions in the technology sector.

Jane served as a member of the Research Faculty and Entrepreneur-in-Residence at the Georgia Institute of Technology in Atlanta, USA, for eight years where she worked with a variety of deep tech startups as well as those in healthcare technology, fintech, software, and e-commerce.

Jane is currently serving as a Non-Executive Director of Radyus Research LLC and Tern Plc, and is the Chief Growth Officer for Corps Team LLC.


15

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Caroline Roxburgh

Audit and Management Engagement Committee Chair

Caroline Roxburgh was appointed Chair of the Audit and Management Engagement Committee on 2 February 2022. She is a Chartered Accountant and was a partner at PricewaterhouseCoopers LLP until 2016. Caroline has extensive experience working with investment trusts and has spent seven years as Chair of the Audit Committee of Montanaro European Smaller Companies Trust Plc and four years as its Senior Independent Director.

Caroline’s background as a senior board advisor, Assurance Partner, and Chartered Accountant brings valuable expertise in business, finance, governance, and risk management to the Board. This enables her to effectively assess the Company’s viability, lead discussions on the risk management framework and risk appetite, contribute to the development of the Company’s strategy and chair the Company’s Audit and Management Engagement Committee.

She is Vice Chair of the Royal Conservatoire of Scotland. She previously served as a Board Member and Chair of the Audit & Risk Committee of VisitScotland, an appointment she held for eight years, and stood down from her role as Non-Executive Director and Chair of the Audit and Risk Committee of the Edinburgh International Festival Society in June 2025.

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Gregory Eckersley

Director

Gregory Eckersley was appointed to the Board on 15 February 2025. Gregory is an experienced equity investor with a professional executive career in a mix of leadership and asset management roles. Having begun his investment career at Cigna International Investment Limited, he gained international experience at Draycott Partners, Alliance Capital and AllianceBernstein, managing and overseeing teams investing in emerging market and global portfolios and, until 2019, was the Global Head of Internal Equities at the Abu Dhabi Investment Authority.

Gregory is a non-executive director of Murray International Trust PLC.

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Mary Gunn

Director

Mary Gunn has over 30 years of public and private governance experience in high growth life science, financial services, and education sectors, both in the UK and her native USA. Mary is also CEO of George Clinical, Independent Director of Burst Diagnostics and sits on The University of Edinburgh’s Business Committee and International Standing Committee.

Mary possesses a deep pharmaceutical expertise and a wide industry network, with her insight assisting the Board in making informed decisions within the life sciences sector.

Mary’s professional experience includes C-level executive roles at various life science companies, including previously at Pfizer, Crucell, ICON Plc, and Health Decisions, as well as acting in an advisory capacity for private equity transactions.


PART 4 – STATEMENT FROM SABA

THIS DOES NOT REPRESENT THE VIEWS OF YOUR BOARD

Saba Capital img-6.jpeg

10 February 2026

Dear Shareholder,

As the largest shareholder in Edinburgh Worldwide Investment Trust PLC (EWI:LSE) ("EWI" or the "Company") with beneficial ownership of interests in approximately 30% of the shares, Saba Capital Management, L.P. (together with certain of its affiliates, "Saba" or "we") continues to believe that EWI shareholders deserve better than the status quo.

Our long-standing concerns regarding EWI's history of underperformance combined with the Board's governance and oversight failures led us to propose resolutions be added to the notice of the upcoming Annual General Meeting to enable shareholders to elect three new qualified, independent directors committed to delivering long-term value. Saba also intends to reject the re-election of the incumbent directors.

After just 53.2% of shares voted chose to stick with the status quo at the January 2026 requisitioned general meeting, we believe a meaningful portion of shareholders remain unhappy(1). As a result, we believe shareholders would benefit from having a refreshed Board composed of directors who possess objective viewpoints, hands-on investment management experience and an understanding of shareholders' perspectives.

A board's role is to protect investors' capital, address underperformance and portfolio management missteps, and prioritise value creation. Unfortunately, the current Board has fallen short across these responsibilities.

A Reconstituted Board Could Deliver Long-Term Value for EWI Shareholders

As we have previously highlighted, EWI shareholders have suffered from negative returns on a net asset value ("NAV") and share price basis over the last five years, and these performance challenges are compounded by the incumbent Board's flawed governance and weak oversight of Baillie Gifford.

  • Consistent Underperformance: Over the past five years, EWI's NAV return (-45.3%) and share price return (-43.9%) lagged the FTSE All-Share Index Total Return(2) (+79.0%) by more than 120 percentage points and the S&P Global SmallCap Price Index (+26.0%) by more than 65 percentage points.
Return Type Fund Name & Ticker Five Year Three Year One Year
NAV Return Edinburgh Worldwide Investment Trust Plc (EWI LN Equity) -45.3% 4.3% 9.0%
Share Price Total Return Edinburgh Worldwide Investment Trust Plc (EWI LN Equity) -43.9% 28.4% 23.5%
S&P Global SmallCap Price Index GBP (SBERGLP Index) 26.0% 22.3% 9.6%
FTSE All-Share Index Total Return (ASXTR Index) 79.0% 43.9% 22.7%

Source: Bloomberg. Data is in GBP and as of 9 February 2026.

  • Lack of Manager Oversight, Evidenced by the SpaceX Sell-Down: The incumbent Board's failure to exercise effective oversight is best illustrated by the illogical situation surrounding

(1) Voting result disclosed by EWI following requisitioned general meeting on Jan. 20 2026.
(2) In EWI's October 2024 Annual Report and Financial Statements, it compared Company performance to the FTSE All-Share Index on page 79, citing it as "a widely used measure of performance for UK listed companies."


Baillie Gifford's decision to materially sell down EWI's stake in SpaceX – EWI's crown jewel. The recent reports that SpaceX plans to participate in the biggest merger of all time – ahead of a potential IPO later this year – only underscore the magnitude of the lost upside(3). However, rather than holding Baillie Gifford accountable for this massive failure, the Board has supported the decision, refused to acknowledge any mistake, and taken no visible steps to strengthen oversight. This raises serious questions about whose interests the Board is prioritising.

  • Failure to Properly Disclose Key Information Related to Director Suitability: When EWI announced Jonathan Simpson-Dent's appointment to the Board in 2020, EWI failed to disclose the FCA's £30.6 million fine of HomeServe and public criticism of HomeServe's board and senior management – both of which Mr. Simpson-Dent was a member of at the relevant time. This omission constitutes a breach of the FCA's Listing Rules and raises serious questions about the Board's governance controls(4).

Together, these ongoing performance and governance concerns lead us to believe that shareholders would be better served by the addition of new, independent and qualified directors who will serve as stewards of their investment in the boardroom and will champion their voice, rather than stifle it.

Shareholders Should Vote to Strengthen the Board

We have proposed the election of three independent directors who each possess extensive investment management and board experience:

  • Gabriel Gliksberg: Founder & Managing Partner of ATG Capital Management, with 15+ years of investment management experience and prior service as a board member at SafeAuto and the Tortoise Energy Independence Fund.
  • Michael Joseph, CFA: Portfolio Manager & Deputy CIO at Stansberry Asset Management and author of "A Dollar for Fifty Cents: Proven Strategies to Outperform the Market with Closed-End Funds", with 15+ years of experience overseeing multi-asset portfolios with diverse strategies.
  • Jassen Trenkow: Former finance and banking executive with 20+ years of experience, including senior positions at Barclays and Goldman Sachs Asset Management.

To ensure the status quo does not continue, we are also calling on shareholders to vote against the re-election of the current directors. All decisions regarding EWI's future, including the Company's manager, will be made solely by the new, independent directors – not by Saba or anyone else. As a shareholder, we would of course encourage the Board to evaluate all available options to improve share price performance and maximise value, just as we have successfully encouraged other trusts' boards to do through constructive engagement.

If you are concerned with EWI's consistent underperformance, the flawed SpaceX sell-down, or the Board's weak oversight of Baillie Gifford, we strongly encourage you to vote FOR Saba's resolutions at the Annual General Meeting to elect the fully independent, qualified Board candidates and AGAINST the re-election of incumbent Board members.

Sincerely,

Saba Capital Management, L.P.

(3) CNBC article entitled, "Musk's xAI, SpaceX combo is the biggest merger of all time, valued at $1.25 trillion," dated Feb. 3 2026. Bloomberg article entitled, "SpaceX Sets $800 Billion Valuation, Confirms 2026 IPO Plans," dated Dec. 12 2025.
(4) Publicly available materials that list Mr. Simpson-Dent as CFO of HomeServe plc and as a director of HomeServe Membership Limited. FCA press release dated Feb. 13 2014. EWI announcement dated 8 January 2020

Saba Capital Management, L.P.

Saba Capital

THIS DOES NOT REPRESENT THE VIEWS OF YOUR BOARD