F&C Investment Trust PLC — Proxy Solicitation & Information Statement 2016

Dec 31, 2016

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

The Chairman of Foreign & Colonial Investment Trust PLC invites you to attend the Annual General Meeting of the Company to be held at Merchant Taylors' Hall, 30 Threadneedle Street, London EC2 on Tuesday, 25 April 2017 at 12 noon.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 25 April 2017

View the 2016 Annual Report and Notice of Meeting online: www.foreignandcolonial.com Cast your Proxy online...It's fast, easy and secure! www.eproxyappointment.com You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. PIN: SRN: Control Number: 914226

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Friday, 21 April 2017 at 12 noon.

Dear Shareholder

20 March 2017

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, 25 April 2017 at 12 noon.

The Report and Accounts for 2016, including the Notice of 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 Report and Accounts in paper form, or to elect for electronic communication, may do so using the contact details set out in the notification.

The Directors are recommending that shareholders vote in favour of all resolutions at the Annual General Meeting and will do so 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 registrar, Computershare Investor Services PLC. Alternatively, you may use the Internet as directed above.

To be effective, all proxy appointments will need to be lodged by Friday, 21 April 2017 at 12 noon.

Yours faithfully

F&C Investment Business Limited Secretary

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).
• 2. 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.
• 3. 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.
• 4. 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.

• 5. 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.
• 6. The address overleaf is how it appears on the Register of Members. If this information is incorrect 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.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
• 9. On any motion to amend any resolution, to propose a new resolution or to adjourn the meeting, or on any other motion or resolution put to the meeting, the proxy will vote or abstain as his discretion.

ReallyReallyReallyReallyLongWord reallyLongword andmore 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

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

		*
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting 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, 25 April 2017 at 12 noon, and at any adjourned meeting. For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.					Please use a black pen. Mark with an X inside the box as shown in this example.
Ordinary Resolutions	For	Against	Vote Withheld		For	Against	Vote Withheld
1. Adoption of Annual Report and Accounts.				9. Re-election of Mr Simon Fraser.
2. Approval of Directors' Remuneration Policy.				10. Re-election of Mr Jeffrey Hewitt.
3. Approval of Directors' Remuneration Report.				11. Re-election of Mr Nicholas Moakes.
4. Approval of final dividend.				12. To re-appoint Ernst & Young LLP as auditors.
5. Election of Mr Edward Knapp.				13. Authority to determine the auditors' remuneration.
6. Re-election of Ms Sarah Arkle.				14. Authority to allot shares.
7. Re-election of Sir Roger Bone.				Special Resolutions 15. Disapplication of pre-emption rights.
8. Re-election of Ms Francesca Ecsery.				16. Authority to buy back shares.

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	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).

H 5 7 0 1 1 I F C

Annual General Meeting 2017 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, 25 April 2017 at 12 noon.

Form of Direction - Savings Plans

Cast your voting direction online 24/7 It's fast, easy and secure! www.eproxyappointment.com
You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.
Control Number: 914232	SRN.	PIN

To ensure that your voting directions are included, please complete the Form of Direction on the reverse and return it in the reply paid envelope to Computershare Investor Services PLC by Tuesday 18 April 2017 at 12 noon. Alternatively, you may use the internet as directed above.

Dear Planholder

20 March 2017

As a planholder in Foreign & Colonial Investment Trust PLC you are welcome to attend and vote in person at the Annual General Meeting of the Company to be held at Merchant Taylors' Hall, 30 Threadneedle Street, London EC2 on Tuesday, 25 April 2017 at 12 noon.

The Report and Accounts for 2016 including the Notice of Meeting has now been published. You will find it enclosed or a notification which explains where you can view the full information online.

Your shares are held on the register of shareholders with those of other planholders in the name of F&C's nominee company. If you are unable to attend and vote in person, you are requested to direct the nominee company to appoint the Chairman as your proxy to vote on your behalf. The nominee company will instruct the Chairman to vote the shares held on behalf of planholders who have not returned their voting directions in proportion to the directions of those who have. This arrangement is explained in the notes on the reverse.

To ensure that your voting directions are included, please complete the Form of Direction on the reverse and return it in the reply paid envelope to Computershare Investor Services PLC by Tuesday, 18 April 2017 at 12 noon. Alternatively, you may use the Internet as directed below.

The Directors of the Company are recommending that shareholders vote in favour of all resolutions and will do so in respect of their own personal holdings.

Yours faithfully M Tonkin,

Head of Investment Trusts F&C Investment Business Limited

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.

All Named Holders

Explanatory Notes:

• 1. The voting directions of planholders for whom the Chairman will be appointed to act as proxy (Box A below) will form the basis upon which the shares of those who do not provide any such directions will be voted proportionately. Planholders attending the Annual General Meeting (Box B below) are able to vote in person
• Please complete either Box A or Box B below. If both boxes are completed, 2. the person named in Box B shall be appointed proxy in accordance with Box B and the completion of Box A shall be disregarded. If neither box is completed. State Street Nominees Limited (the "nominee company") will direct the Chairman to vote your shares in proportion to the total of the voting directions received from planholders.
• If Box A is completed, please indicate how you wish the nominee company to $\mathcal{B}$ direct the Chairman of the meeting to vote by placing a cross in the appropriate box: For, Against or Vote Withheld. If no indication is given in respect of a resolution, the nominee company will direct the Chairman to vote your shares in respect of that resolution in proportion to the total of the voting directions received from planholders.
• 1. The purpose of the proportional voting arrangement is to ensure that planholders are fairly and fully represented at shareholder meetings. The nominee company will only implement the arrangement if valid Forms of Direction representing a minimum threshold of at least 5% of the shares held by planholders within the savings plans are received. A maximum limit of 611,750 shares that any one individual investor can vote, being approximately 5% of the minimum threshold, will also apply. Any shares voted by an investor in excess of the maximum limit will remain valid, but will not form part of the proportional voting basis.
• 1. The final box in Box A should not be marked unless for any reason you do not want your voting directions included in the proportional voting arrangement.
• The "Vote Withheld" option is provided to enable you to direct the Chairman $6^{\circ}$ to abstain on any particular resolution should you so wish.
• 1. On any motion to amend any resolution, to propose a new resolution or to adjourn the meeting, or on any other motion or resolution put to the meeting, the proxy will vote or abstain at his discretion.
• $\mathsf{R}$ By signing this form of direction, a joint planholder warrants that he/she has authority to sign for and on behalf of his/her fellow joint investors.

Form of Direction

Please read the notice of meeting and the Explanatory Notes on the completion of this form

With reference to the Annual General Meeting of Foreign & Colonial Investment Trust PLC (the "Company") to be held on Tuesday, 25 April 2017, I/we, being the registered investor/contact in ordinary shares in the Company under the F&C Individual Savings Account, Private Investor Plan, Children's Investment Plan, Junior ISA and/or Child Trust Fund, hereby direct State Street Nominees Limited (as the registered holder of such shares) to appoint EITHER:

BOX A

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the Chairman of the meeting as proxy in respect of such shares and to direct such proxy to vote (on a poll only) at the Annual General Meeting of the Company to be held on Tuesday, 25 April 2017 at 12 noon and at any adjournment thereof on the resolutions set out in the notice convening the meeting as follows:

Ordinary Resolutions	For	Against	Vote Withheld		For		Vote Against Withheld
1. Adoption of Annual Report and Accounts.				9. Re-election of Mr Simon Fraser.
2. Approval of Directors' Remuneration Policy.				10. Re-election of Mr Jeffrey Hewitt.
3. Approval of Directors' Remuneration Report.				11. Re-election of Mr Nicholas Moakes.
4. Approval of final dividend.				12. To re-appoint Ernst & Young LLP as auditors.
5. Election of Mr Edward Knapp.				13. Authority to determine the auditors' remuneration.
6. Re-election of Ms Sarah Arkle.				14. Authority to allot shares. Special Resolutions
7. Re-election of Sir Roger Bone.				15. Disapplication of pre-emption rights.
8. Re-election of Ms Francesca Ecsery.				16. Authority to buy back shares.
Only mark this final box if, for any reason, you wish your shares to be excluded from F&C's proportional voting arrangement. Please refer to note 5 above.
OR

۰. ٩

BOX B

as proxy in respect of such shares and to direct such proxy to vote at his/her discretion at the Annual General Meeting of the Company to be held on Tuesday, 25 April 2017 at 12 noon and at any adjournment thereof.

I/we agree that unless this form of direction is received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not later than Tuesday, 18 April 2017 at 12 noon, State Street Nominees Limited shall not be obliged to act on any directions subsequently received via such form in relation to the meeting in respect of the shares registered in its name.

Signature

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12C3NB D02

FCI SCH

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