F&C Investment Trust PLC — Proxy Solicitation & Information Statement 2014

Mar 19, 2014

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

Shareholder Reference Number

AGM at Merchant Taylors' Hall, 30 Threadneedle Street, London EC2, on Tuesday, 29 April 2014 at 12 noon.

Form of Proxy

18 March 2014

Dear Shareholder

As a shareholder in Foreign & Colonial Investment Trust PLC you are encouraged to attend the Annual General Meeting of the Company to be held at Merchant Taylors' Hall, 30 Threadneedle Street, London EC2 on Tuesday, 29 April 2014 at 12 noon.

The Annual Report and Accounts, including the Notice of Annual General Meeting has now been published. You will find it enclosed or a notification explaining where to view the full information online. Shareholders who have received the notification but wish to receive the Annual Report in paper form, or to elect for electronic communication, may do so using the contact details set out in the notification.

The Board is recommending that shareholders vote in favour of all resolutions at the Annual General Meeting, which the Directors will also do in respect of their personal shareholdings. You are therefore encouraged to lodge your proxy votes by completing and returning this form in the reply paid envelope to the Company's registrars, Computershare Investor Services PLC. Alternatively, you may use the Internet as directed below.

To be effective, all proxy appointments will need to be lodged by Friday, 25 April 2014 at 12 noon.

Yours faithfully

F&C Management Limited Secretary

YOU CAN LODGE YOUR PROXY USING THE INTERNET 24 HOURS A DAY 7 DAYS A WEEK

All Named Holders:		To view the 2013 Annual Report and Notice of Meeting
		Go to the following website: www.foreignandcolonial.com
		To lodge a proxy using the Internet
Control Number, 912195		Go to the following website: www.eproxyappointment.com
SRN.	PIN.	You will be asked to enter the Control Number, Shareholder Reference Number and PIN as printed opposite and agree to certain terms and conditions.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0800 923 1506 or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 11 p.m. on

the day which is two days before the day of the meeting (non working days excluded). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 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 issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp 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.
• The address overleaf is how it appears on the Register of Members. If this information is incorrect 6. please ring the Registrar's helpline on 0800 923 1506 to request a change of address form or go to www.computershare.co.uk to use the online Investor Centre service.
• $7¹$ Any alterations made to this form should be initialled.
• The completion and return of this form will not preclude a member from attending the $\mathsf{R}$ meeting and voting in person.
• On any motion to amend any resolution, to propose a new resolution or to adjourn the 9. meeting, or on any other motion or resolution put to the meeting, the proxy will vote or abstain as his discretion

FOLD
HERE

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

Form of Proxy

$FOLD$

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

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

$\overline{\mathbf{x}}$

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend, speak and yote in respect of my/our full yoting entitlement* on my/our behalf at the Annual General Meeting of Foreign & Colonial Investment Trust PLC to be held at Merchant Taylors' Hall, 30 Threadneedle Street, London EC2 on Tuesday, 29 April 2014 at 12 noon, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2.

Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions	For	Vote Against Withheld		For	Against	Vote Withheld
1. Adoption of Annual Report and Accounts.			10. Re-election of Mr Christopher Keljik.
2. Approval of Directors' Remuneration Policy.			11. Re-election of Mr Nicholas Moakes.
3. Approval of Directors' Remuneration Report.			12. Election of Ms Francesca Ecsery.
4. Approval of final dividend.			13. Re-appointment of the auditors.
5. Re-election of Ms Sarah Arkle.			14. Authority to determine the auditors' remuneration. Special Resolutions
6. Re-election of Sir Roger Bone.			15. Authority to purchase its own shares.
7. Re-election of Mr Stephen Burley.			16. Authority to allot shares.
8. Re-election of Mr Simon Fraser.			17. Adoption of new Articles of Association.
9. Re-election of Mr Jeffrey Hewitt.

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

Signature
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Date

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

$F C I$ 122KHC D01

CCS0120

$1₂$