Herald Investment Trust PLC — Proxy Solicitation & Information Statement 2018

Mar 9, 2018

+

FORM OF PROXY HERALD INVESTMENT TRUST - ANNUAL GENERAL MEETING

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

Name of proxy
Number of shares proxy appointed over

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.30 am on 19 April 2018 and at any adjournment thereof. I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions:

If you wish to appoint multiple proxies please see note 2 over. ☐ Please also tick here if you are appointing more than one proxy.

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 2017.
2. To approve the directors' remuneration report for the year ended 31 December 2017.
3. To re-elect Julian Cazalet as a director of the Company.
4. To re-elect Tom Black as a director of the Company.
5. To re-elect Karl Sternberg as a director of the Company.
6. To re-elect James 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.

REGULATIONS

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

1. To authorise the audit committee to determine the remuneration of the independent auditor.
2. To increase the aggregate amount of all fees paid to the directors (excluding amounts payable for executive or extra or special services) set out in article 95 of the Company's articles of association from £125,000 to £200,000 per annum with immediate effect. See note + overleaf.

SPECIAL RESOLUTION

1. That, the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the 'Act') to make market purchases (within the meaning of Section 660(d) of the Act) of its issued shares of 25p each in the capital of the Company in substitution for any existing authority under section 701 of the Act but without prejudice to any exercise of any such authority prior to the date thereof.

For
Against
Vote Withheld

For
Against
Vote Withheld

Signature

Date

You may submit your proxy electronically at www.signalshares.com

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 (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter 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 you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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 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 communication 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 registered shareholder who holds 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.

4. 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.

5. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.

6. The Form of Proxy over must arrive at Link Asset Services, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 11.30 am on 17 April 2018.

90527 Herald proxy in Black

JOB No
90527 Herald proxy

PREVIOUS JOB No
DATE AMENDED
07/03/18

TEMPLATE NAME
SIZE
210X297

SAVED IN
PROXY
J/C HANDLER
CC STUDIO

DATE STARTED
28.02.18

AMENDED BY
ANNA

COLOURS
BLACK

CLIENT'S NAME
H ELLIOT

07/03/2018 15:52