Herald Investment Trust PLC — Proxy Solicitation & Information Statement 2016

Mar 15, 2016

HERALD INVESTMENT TRUST plc – ANNUAL GENERAL MEETING

ATTENDANCE CARD

Please bring this card with you to the meeting and present it at Shareholder registration

To be held at: 10–11 Charterhouse Square, London EC1M 6EE on Tuesday 19 April 2016 at 11.30am

Signature of person attending

Bar Code:

Investor Code:

Notes

1. To appoint as a proxy a person other than the Chairman of the meeting, insert the full name in the space provided. A proxy need not be a member of the Company.
2. You may appoint one or more proxies of your choice to attend the meeting and any adjournment thereof, and on a poll vote instead of you provided each proxy is appointed to exercise rights in respect of different shares. To appoint more than one proxy, please photocopy this page indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. You should send all pages to Capita Asset Services. All forms must be signed and should be returned together in the same envelope.
3. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
4. The form of proxy below must arrive not later than 48 hours (excluding non-working days) before the time set for the meeting at the Company's Registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU. You may also deliver by hand to The Registry, 34 Beckenham Road, Beckenham, BR3 4TU.
5. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
6. The form of Proxy is for use in respect of the shareholder account specified opposite only and should not be amended or submitted in respect of a different account.
7. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
8. The completion and return of this form of proxy will not preclude a member from attending the meeting and voting in person.
9. You may submit your proxy electronically using The Share Portal service at www.capitashareportal.com. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of 48 hours (excluding non working days) before the time of the meeting applies as if you were using your Personalised Voting Form to vote or appoint a proxy by post to vote for you. Shareholders will need to use the unique personal identification Investor Code printed opposite. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf.
10. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

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FORM OF PROXY

HERALD INVESTMENT TRUST plc – ANNUAL GENERAL MEETING

Bar Code:

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1)

Investor Code:

Event Code:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.30am on Tuesday 19 April 2016 and at any adjournment thereof.

Please tick here if you are appointing more than one proxy (see note 2) ☐

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RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

Ordinary resolutions

1. To receive and adopt the Directors' Report, the Strategic Report and the Financial Statements and the Auditor's Report in respect of the year ended 31 December 2015.
2. To approve the Directors' Remuneration Report for the year ended 31 December 2015.
3. To re-elect Mr CJ Cazalet as a director of the Company.
4. To re-elect Dr TJ Black as a director of the Company.
5. To elect Mr K Sternberg as a director of the Company.
6. To elect Mr J Will as a director of the Company.
7. To reappoint Ernst & Young LLP as Independent Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which financial statements are laid before the Company.
8. To authorise the audit committee to determine the remuneration of the Independent Auditor.
9. To continue to operate as an investment trust company.

Special resolutions

1. To renew the Company's general authority to make market purchases of its own shares.

To assist with arrangements, if you intend attending the meeting in person please place an 'X' in the box opposite

For

Against

Vote Withheld

Signature

Date

Signature