Herald Investment Trust PLC — Proxy Solicitation & Information Statement 2025

Jan 3, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO HERALD INVESTMENT TRUST PLC (THE "COMPANY" OR "HERALD") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt as to the contents of this document or the action you should take, you are recommended to immediately seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom or another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.

If you sell or transfer, or have sold, transferred or otherwise disposed of all of your Shares in the Company, please send this document, and the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale, transfer or disposal was effected for onward transmission to the purchaser or transferee, except that such documents should not be forwarded, distributed or transmitted in or into any jurisdiction under any circumstances where to do so might constitute a violation of the relevant securities laws and regulations in such jurisdiction. If you have sold, transferred or otherwise disposed of only part of your holding of Shares in the Company, you should retain this document and the accompanying Form of Proxy and contact immediately the stockbroker, bank or other agent through whom you effected the sale, transfer or disposal.

HERALD INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 02879728 and registered as an investment company under section 833 of the Companies Act)

Notice of Requisitioned General Meeting

and

unanimous recommendation of the Board to VOTE AGAINST each of the Requisitioned Resolutions

that would remove the current independent Board of Directors and appoint two Saba-nominated Proposed Appointees

Shareholders should read the whole of this document. Shareholders' attention is drawn, in particular to the letter from the Chair of the Company that is set out in Part 1 of this document in which the Board recommends unanimously that Shareholders VOTE AGAINST each of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting referred to below.

Capitalised terms used throughout this document (save for Part 3) shall have the meanings ascribed to them on pages 18 to 21 of this document, unless the context otherwise requires.

The contents of this document should not be construed as legal, financial or tax advice. Each Shareholder should consult their own legal, financial or tax adviser for legal, financial or tax advice (as appropriate).

Notice of the Requisitioned General Meeting to be held at 10-11 Charterhouse Square, London EC1M 6EE on 22 January 2025 at 12 noon (the "Requisitioned General Meeting") is set out at the end of this document.

YOUR VOTE IS VERY IMPORTANT. YOUR BOARD BELIEVES THAT SABA IS ATTEMPTING TO TAKE CONTROL OF YOUR COMPANY FOR ITS OWN ECONOMIC BENEFIT AND TO CHANGE THE COMPANY'S INVESTMENT STRATEGY, POTENTIALLY DESTROYING VALUE.

ALL SHAREHOLDERS ARE THEREFORE STRONGLY ENCOURAGED TO VOTE AGAINST THE REQUISITIONED RESOLUTIONS AND, IF THEIR SHARES ARE NOT HELD DIRECTLY, TO ARRANGE FOR THEIR NOMINEE TO VOTE ON THEIR BEHALF.

DETAILS OF THE ACTIONS YOU ARE RECOMMENDED TO TAKE BY NO LATER THAN 12 NOON ON 20 JANUARY 2025 ARE SET OUT ON PAGES 12 TO 13 OF THIS DOCUMENT. Shareholders are requested to complete and return the Form of Proxy accompanying this document for use in connection with the General Meeting. To be valid, Forms of Proxy must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the Registrar, Link Group, at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and, in any event, by no later than 12 noon on 20 January 2025. Alternatively, you may appoint a proxy or proxies electronically by visiting https://investorcentre.linkgroup.co.uk and following the instructions. Proxies submitted via https://investorcentre.linkgroup.co.uk must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 12 noon on 20 January 2025.

Shareholders who hold their Shares in uncertificated form (that is, in CREST) may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of Requisitioned General Meeting set out at the end of this document). Proxies submitted via CREST must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 12 noon on 20 January 2025.

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process that has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by no later than 12 noon on 20 January 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

It is important that you complete and return the 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.

The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not prevent Shareholders from attending and voting in person at the Requisitioned General Meeting, or any adjournment thereof, if you wish to do so and are so entitled.

3 January 2025

PROTECT YOUR INVESTMENT FROM SABA (A US HEDGE FUND MANAGER SEEKING TO TAKE CONTROL OF YOUR COMPANY).

Why you should VOTE AGAINST the Requisitioned Resolutions

Defend your right to be invested in a strategy with proven strong investment performance, rather than Saba's unknown and unproven strategy.

• Herald has delivered strong investment performance. Since launch (16 February 1994) the Company has delivered a 2,611.6 per cent. NAV total return and a 2,800.7 per cent. share price total return.
• • Saba has failed to provide any evidence of similarly strong long-term performance by any Sabamanaged investment vehicle. The Board believes that, since its inception, Saba has materially underperformed Herald. Since Saba's Inception in April 2009, Herald has produced a NAV total return of over 865 per cent.

You should VOTE AGAINST the Requisitioned Resolutions to avoid losing the opportunity to remain invested in Herald's strategy, which has been highly successful over the long term

Stop Saba's attempt to take control of your Company, for its own economic benefit, and to change the Company's investment strategy, potentially destroying value for all Shareholders.

• Your Board believes that Saba wishes to take control of your Company for its own economic benefit rather than due to concerns about the Company's performance or share rating, as evidenced by its stated aim to be made manager.
• • Your Board believes that if Saba gains control, significant value could be lost for Shareholders as a result of forced selling of parts of the Portfolio.
• • Saba has stated that it intends to propose that Saba be appointed as the manager to pursue its own investment strategy, which is expected to be focused on the short-term and fundamentally different from your Company's current investment policy. However, Saba has failed to provide concrete details of these plans and the terms upon which it would be appointed.

You should VOTE AGAINST the Requisitioned Resolutions to protect the value of your investment and to ensure Saba does not take control of your Company for its own economic benefit

Keep a fully independent Board who have your interests at heart rather than replace them with a non-independent Board of Saba-nominated directors who may favour Saba.

• The Proposed Appointees either work for or have been nominated by Saba. They are not considered to be independent and, therefore, may not have your best interests at heart, but instead those of Saba.
• • In contrast, your current Board is fully independent and is committed to high standards of corporate governance. Saba has given no assurance that the current safeguards for Shareholders will be retained if Saba and the Proposed Appointees were to take control.

You should VOTE AGAINST the Requisitioned Resolutions to ensure that your Company retains a fully independent Board focused on protecting ALL Shareholders' interests

Keep the opportunity to be invested in Herald's distinctive investment strategy.

• The technology sector is experiencing a particularly dynamic phase. Drivers include: (i) the rapid acceleration of computational power and data analytical capabilities enabling new products and services driven by artificial intelligence, and other disruptive technologies; (ii) the journey to net zero; and (iii) an unstable world geopolitically leading to innovation in the defence and cybersecurity sectors, amongst others.

You should VOTE AGAINST the Requisitioned Resolutions to remain invested in the Company's distinctive investment strategy

YOUR VOTE IS IMPORTANT – ACT NOW

YOU MUST RETURN YOUR FORM OF PROXY OR ELECTRONIC PROXY APPOINTMENT, AT THE LATEST, BY 12 NOON ON 20 JANUARY 2025

Given the size of Saba's existing shareholding, your vote is crucial. The Board urge all shareholders to act now by VOTING AGAINST all of the Requisitioned Resolutions so as to prevent Saba, a US hedge fund manager, acquiring control of the Board and thereafter acting in a manner which could be seriously damaging to the Company and its Shareholders as a whole.

CONTENTS

		Page
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
PART 1	LETTER FROM THE CHAIR	6
PART 2	HOW TO COMPLETE A FORM OF PROXY	14
PART 3	STATEMENT TO THE SHAREHOLDERS OF HERALD INVESTMENT TRUST PLC FROM SABA CAPITAL MANAGEMENT, L.P.	15
DEFINITIONS		18
	NOTICE OF REQUISITIONED GENERAL MEETING	22

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2025
Publication of this document	3 January
Latest time and date for lodging Forms of Proxy or submitting proxy instructions electronically (either through Link Investor Centre, CREST or Proxymity) in respect of the Requisitioned General Meeting	12 noon on 20 January
Record time and date for entitlement to vote at the Requisitioned
General Meeting	6.00 p.m. on 20 January
Requisitioned General Meeting	12 noon on 22 January

Notes

1. All references to time in this document are to London (UK) time, unless otherwise stated.

2. The times and dates set out in the expected timetable above and mentioned throughout this document may be adjusted by the Company, in which event details of the new times and/or dates will be notified, as required, to the FCA and the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service.

PART 1

LETTER FROM THE CHAIR

HERALD INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 02879728 and registered as an investment company under section 833 of the Companies Act)

Henrietta Marsh Christopher Metcalfe James Will

Directors Registered Office Andrew Joy (Chair) 10-11 Charterhouse Square Stephanie Eastment London Priya Guha, MBE EC1M 6EE

3 January 2025

Dear Shareholder

Notice of Requisitioned General Meeting and unanimous recommendation of the Board to VOTE AGAINST each of the Requisitioned Resolutions

INTRODUCTION

As announced on 19 December 2024, your Board has received a request to requisition a general meeting of the Company (the "Requisition") from Barclays Capital Securities Client Nominee Limited, as nominee on behalf of Saba Capital Management, L.P. The Requisition is part of Saba's campaign against seven investment trusts, including your Company, which it launched on 18 December 2024 (the "Saba Campaign"). At the time the Requisition was received, Saba held interests in approximately 19 per cent. of the Company's issued Share capital and has since increased its stake to approximately 20 per cent. as at 31 December 2024.

I am writing to you as, under the Companies Act, the Company is required to convene the Requisitioned General Meeting for the purpose of allowing Shareholders to consider and vote on the Requisitioned Resolutions. The Requisitioned Resolutions are, in summary, eight ordinary resolutions to:

• a) remove the current independent Directors of the Company from office; and
• b) appoint two individuals nominated by Saba, Jassen Trenkow and Paul Kazarian (the "Proposed Appointees"), as Directors,

in each case with effect from the end of Requisitioned General Meeting. In order to be passed each Requisitioned Resolution will require more than 50 per cent. of the votes cast in person or by proxy to be voted in favour of it.

YOUR VOTE IS VERY IMPORTANT. YOUR BOARD BELIEVES THAT SABA IS ATTEMPTING TO TAKE CONTROL OF YOUR COMPANY FOR ITS OWN ECONOMIC BENEFIT AND TO CHANGE THE COMPANY'S INVESTMENT STRATEGY, POTENTIALLY DESTROYING VALUE. YOU ARE THEREFORE STRONGLY ENCOURAGED TO VOTE AGAINST THE REQUISITIONED RESOLUTIONS.

It is important that as many votes as possible are cast (whether in person or by proxy) in order for there to be a fair and reasonable representation of Shareholders' opinion at the Requisitioned General Meeting. You are therefore strongly urged to complete, sign and return your form of proxy, or to appoint a proxy electronically (either through Link Investor Centre, CREST or Proxymity), as soon as possible.

The Requisitioned General Meeting will be held at 10-11 Charterhouse Square, London EC1M 6EE on 22 January 2025 at 12 noon. The full text of the Requisitioned Resolutions is set out in the Notice of Requisitioned General Meeting at the end of this document.

The purpose of this document is to convene the Requisitioned General Meeting in accordance with the Companies Act and to set out the reasons why your Board is recommending that Shareholders VOTE AGAINST each of the Requisitioned Resolutions.

KEY CONSIDERATIONS

Your Board believes that it is in the best interests of Shareholders as a whole to support your Company by VOTING AGAINST the Requisitioned Resolutions for the following reasons:

• Herald's investment performance: Herald is a specialist investment company that has delivered outstanding investment performance for its Shareholders, as set out in the table below and further described on pages 9 to 10 of this document.

	5 years (%)	10 years (%)	Since Saba's Inception on 1 April 2009 (%)	Since the Company's inception on 16 February 1994 (%)
Herald's NAV total return	48.9	205.4	865.1	2,611.6(1)
Herald's Share price total return	64.2	268.7	1,153.0	2,800.7(2)
Deutsche Numis Smaller Companies plus AIM
(ex. investment companies) Index total return	6.6	62.4	336.2	619.8
Russell 2000 Technology Index (small cap)
total return	73.9	309.2	1,149.4	792.4(3)
Saba comparator	?(4)	?(4)	?(4)	N/A

Source: LSEG Datastream. Data to 31 December 2024 (being the latest practicable date for this data). Total return calculations assume dividend reinvestment as at the ex-dividend date. All figures are unaudited. Past performance is not a reliable indicator of future results.

• (1) Herald's NAV total return based on 98.7 pence per Share (100 pence subscription price less launch costs of 1.3 pence) invested at inception, excluding warrants.
• (2) Herald's Share price total return based on 90.9 pence per Share, the capital gains tax base subscription price for Shareholders adjusted for warrants, which were issued on a 1 for 5 basis.
• (3) Russell 2000 Technology Index (small cap) total return performance since 31 March 1996 (the date that the Company began investing globally).
• (4) Despite its claims in respect of its performance track record as a fund manager, Saba has failed to provide evidence of Saba having a long-term track record similar or equal to that of your Company in its statement to Shareholders (contained in Part 3 of this document).

The Board believes that, since its inception, Saba has materially underperformed Herald. Since Saba's Inception in April 2009, Herald has produced a NAV total return of over 865 per cent. You should VOTE AGAINST the Requisitioned Resolutions to avoid losing the opportunity to remain invested in Herald's strategy, which has been highly successful over the long term.

• Saba's opportunistic proposal to take control: Your Board believes the Requisition is part of a campaign by Saba to take control of your Company. Your Board believes that only VOTES AGAINST the Requisitioned Resolutions can protect Shareholders' interests.
  • Your Board believes that if Saba gains control and seeks to implement a different strategy, significant value could be lost for Shareholders as a result of forced selling of parts of the Portfolio.
  • In recent weeks, Saba has been building its interests in the Company whilst Shares have traded at very low single figure discounts. Your Board believes this may demonstrate that Saba wishes to take control of your Company for its own economic benefit rather than due to concerns about the Company's performance or share rating.

• Saba has stated that it intends to propose that Saba be appointed as the manager to pursue its own investment strategy, which is expected to be focused on the short-term and fundamentally different from your Company's current investment policy. However, Saba has failed to provide concrete details of these plans and the terms upon which it would be appointed.

You should VOTE AGAINST the Requisitioned Resolutions to protect the value of your investment and to ensure Saba does not take control of your Company for its own economic benefit.

• Herald's strong, independent Board and high standards of corporate governance: Saba's Proposed Appointees either work for or have been nominated by Saba. They are not considered to be independent and, therefore, may not have your best interests at heart. Saba has given no assurance that the current safeguards for Shareholders, described on pages 10 to 12 below, will be retained if Saba and the Proposed Appointees take control. You should VOTE AGAINST the Requisitioned Resolutions to ensure that your Company retains a fully independent Board focused on protecting Shareholders' interests.
• Herald's investment outlook: The technology sector is experiencing a particularly dynamic phase. Drivers include: (i) the rapid acceleration of computational power and data analytical capabilities enabling new products and services driven by artificial intelligence, and other disruptive technologies; (ii) the journey to net zero; and (iii) an unstable world geopolitically leading to innovation in the defence and cybersecurity sectors, amongst others. Investments in the Company's target companies often start small and need to be nurtured to enhance value for Shareholders. You should VOTE AGAINST the Requisitioned Resolutions to remain invested in the Company's distinctive investment strategy.

For these reasons, and those set out below, your Board recommends unanimously that all Shareholders VOTE AGAINST each of the Requisitioned Resolutions.

BACKGROUND TO THE REQUISITIONED GENERAL MEETING AND THE REQUISITIONED RESOLUTIONS

The Requisitioned General Meeting has been called by Saba Capital Management, L.P., an activist US hedge fund manager that has significantly increased its exposure to the UK investment trust sector over the past 18 months. This culminated in the Saba Campaign against seven investment trusts, including your Company, which was launched on 18 December 2024. As noted above, at the time the Requisition was received, Saba held interests in approximately 19 per cent. of the Company's issued share capital and has since increased its stake to approximately 20 per cent. as at 31 December 2024.

In an open letter to the shareholders of the Targeted Trusts, Saba explained that it intends to requisition each of the boards of the Targeted Trusts to convene general meetings, at the latest, by early February 2025 with a view to removing each of the Targeted Trusts' existing directors and appointing Sabanominated directors in their place. Saba also confirmed that its nominated directors, if elected to office, will consider terminating each of the Targeted Trusts' existing management contracts and offering liquidity near to net asset value, and that the newly constituted boards will then consider new managers, with Saba proposing itself to each board. Were Saba to be appointed as manager, the Board believes Saba will follow an investment strategy of purchasing discounted investment trusts and/ or combining the portfolios of the Targeted Trusts, that it hopes to manage, in an attempt to achieve the benefits of scale. To this end, the Requisitioned Resolutions seek to remove each of the Company's experienced and independent Directors from office and replace them with Saba's Proposed Appointees.

The Board considers Saba's claims, insofar as they are related to the Company, to be unfounded and the Requisitioned Resolutions to be at odds with the interests of Shareholders as a whole.

A statement from Saba is contained in Part 3 of this document.

RATIONALE FOR VOTING AGAINST EACH OF THE REQUISITIONED RESOLUTIONS

Your Board recommends unanimously that all Shareholders VOTE AGAINST each of the Requisitioned Resolutions. In support of this recommendation, the Board draws Shareholders' attention to the following matters.

Investment performance

The Company raised £65 million on launch in 1994 to invest in UK and European smaller technology and communications companies. A further £30 million was raised in 1996 to invest globally in recognition of the Manager's conviction that cross referencing across geographies is a prerequisite for investing intelligently within the technology and communications sector and that there are excellent opportunities to be found in the US and Asia as well as the UK and continental Europe.

Herald has not undertaken a fundraising since 1996 and is currently ungeared. Through the pursuance of its investment objective the Company has grown as a result of its investment performance to become a constituent of the FTSE 250 index with total assets of approximately £1.25 billion as at 31 December 2024, having also returned approximately £480 million to Shareholders through Share buy backs and dividends. Since launch, the Company has achieved total profits, net of expenses, of approximately £1.63 billion of which approximately £981 million is attributable to UK listed investments and AIM stocks.

Under the stewardship of the Manager, the Company has significantly outperformed its comparative indices over the long term, having delivered a 2,611.6 per cent. NAV total return since launch with the NAV per Share, on a total return basis, having compounded at an annualised rate of 11.3 per cent. over more than 30 years. Over the same period, the Company has delivered a share price total return of 2,800.7 per cent., or 11.5 per cent. per annum on an annualised basis.

Herald performance since inception

Total return rebased to 100 at February 1994

Total return calculations assume dividend reinvestment as at the ex-dividend date. All figures are unaudited. Past performance is not a reliable indicator of future results. Herald's NAV total return is based on 98.7 pence per Share (100 pence subscription price less launch costs of 1.3 pence) invested at inception, excluding warrants. Herald's Share price total return is based on 90.9 pence per Share, the capital gains tax base subscription price for Shareholders adjusted for warrants, which were issued on a 1 for 5 basis. Russell 2000 Technology Index (small cap) total return performance is measured from 31 March 1996 (the date that the Company began investing globally).

Despite its claims in respect of its performance track record as a fund manager, Saba has failed to provide evidence of Saba having a long-term track record similar or equal to that of your Company in its statement to Shareholders (contained in Part 3 of this document). The Board believes that, since its inception, Saba has materially underperformed Herald. Since Saba's Inception in April 2009, Herald has produced a NAV total return of over 865 per cent.

A successful investment strategy

The Board believes that your Company's outstanding performance track record is primarily attributable to the Company's focus on smaller companies in the technology and communications sector, requiring specialist expertise and sound investment judgement from the Manager. The broad diversification of the Portfolio enables the Company to make higher risk investments, and therefore seek higher potential reward, without exposing Shareholders to excessive risk.

Herald can justly claim to be a market leader in small-cap technology and communications investing and its offering is both successful and unique in the UK listed investment company sector. Your Company's distinctive investment focus enables generalist fund managers and retail investors alike to invest in a diverse portfolio of companies with high stock specific risk and low liquidity, which would otherwise be difficult to access.

Against this track record of long-term outperformance, your Board remains fully supportive of the Manager and its mandate to pursue further capital appreciation for Shareholders through investing in smaller quoted technology and communications companies.

Investment outlook

The technology sector is experiencing a particularly dynamic phase. Drivers include: (i) the rapid acceleration of computational power and data analytical capabilities enabling new products and services driven by artificial intelligence, and other disruptive technologies; (ii) the journey to net zero; and (iii) an unstable world geopolitically leading to innovation in the defence and cybersecurity sectors, amongst others. It is often entrepreneurially-run, smaller companies that exploit emerging opportunities more quickly than established companies, but they need capital to do so and capital for entrepreneurial young businesses is in short supply.

Furthermore, as capital has both been withdrawn from equity markets, in favour of fixed interest, and moved within equities to vehicles which track indices, there are fewer active managers. Only active managers, rather than index trackers or retail investors, can provide this capital to such smaller companies.

Meanwhile, existing smaller public companies are often overlooked and fund managers have faced withdrawals which has left interesting opportunities. There is a significant backlog of companies worldwide which are looking for an opportunity to float. It would be particularly disappointing if your Company were not able to pursue these opportunities at this time.

Board independence and corporate governance

The Board currently comprises six non-executive directors all of whom are considered to be independent of Herald Investment Management Limited (the "Manager") and free of any business or other relationship which could interfere with the exercise of their independent judgement in accordance with the AIC Code and the UK Corporate Governance Code. The Directors' continued appointment is subject to Shareholder approval as, each year, each of the Directors retire at the Company's annual general meeting and those wishing to be re-appointed offer themselves for re-election.

Notwithstanding that James Will has served on the Board for more than nine years, the Board believes that James Will continues to be independent in accordance with the AIC Code and the UK Corporate Governance Code. As previously announced, to avoid two experienced Directors retiring at the same time, James Will was put forward for re-election at the 2024 AGM for one additional year in order to ensure an orderly succession. He will retire at the 2025 AGM.

The Directors believe that the Board has an appropriate blend of skills and experience which enables it to provide effective leadership and proper governance of the Company.

On the other hand, the Directors believe that the Proposed Appointees fall short of the corporate governance standards applicable to the Company, and those which Shareholders expect the Board and the Company to meet. In particular, the current Board believes Saba's proposals would lead to the resulting Board being unable to effectively exercise independent judgement on behalf of all Shareholders.

• Given that the Proposed Appointees have been nominated by Saba and would be its representatives on the Board if appointed, the current Board does not consider them to be independent under the AIC Code and the UK Corporate Governance Code.
• As part of the Saba Campaign, it is proposed that Mr Kazarian be appointed to the boards of six of the Targeted Trusts. Given the amount of change the Saba Campaign is calling for at each of the Targeted Trusts, your Board questions whether Mr Kazarian, if appointed to each of these boards, would be able to devote sufficient time and effort to his duties to each of the Targeted Trusts so as to successfully and diligently discharge his fiduciary and other duties.
• The Proposed Appointees would not satisfy the diversity requirements set out in the UK Listing Rules.

In contrast to Saba's proposals, your current Board continues to be committed to achieving and demonstrating high standards of corporate governance.

The Board's policy on buy-backs

Over its history the Company has bought back Shares with an aggregate value of approximately £465 million. This compares favourably with the total capital raised for the Company through Share issuances, in two tranches, of £95 million.

The Company's buy-back strategy is driven by, first, capital discipline for the benefit of all Shareholders; in other words, controlling the size of the Company to avoid it growing for its own (or the Manager's) sake and becoming too big to execute its mandate successfully whilst also avoiding it becoming too small to be attractive to investors. The Company's investment mandate, which, as noted above, has delivered such outstanding returns, is to invest in small-cap technology and communications stocks, around the globe, and successful execution can only be achieved by an appropriately sized investment vehicle such that successful stock picks move the needle. The Company's buy-back strategy is driven, secondly, by a wish to balance fairly the interests of the selling Shareholders and those of the non-selling Shareholders.

The Company's buy-back strategy has served Shareholders very well over its history. The Company today has not outgrown its investment mandate, nor ended up too small. Over the years buy-backs have served departing Shareholders by providing liquidity when required, such as has been seen in the last two years. The Company's record on buy-backs in the last 10 years is set out in the table below. Individual buy-back decisions are made, in consultation with the Board, by the Manager which keeps close to the supply of and demand for the Company's stock, the alternative uses for which the Company's liquidity could be deployed at the particular time and the general market sentiment.

Shares bought back	Aggregate value* (£)	Average price per Share* (£)
		21.87
		17.68
		19.37
		22.10
		16.16
		12.72
		12.14
		9.96
		7.67
1,228,000	8,912,207	7.26
26,998,685	427,922,664
	5,793,809 6,038,553 2,580,889 1,029,306 1,528,359 1,589,791 1,406,217 2,754,016 3,049,745	126,690,656 106,778,380 50,002,297 22,748,518 24,695,405 20,215,288 17,073,819 27,416,463 23,389,631

*Excludes stamp duty and transaction costs. Rounded to the nearest pound Sterling.

The Company has benefited during its history from avoiding a rigid, inflexible buy-back policy. A rigid buy-back policy could deplete the Company's cash at the very moment that the best opportunities to obtain substantial stakes in promising businesses are available. Furthermore, although almost all of the Company's underlying assets are traded on public exchanges, the assets are, by their nature, relatively illiquid. A rigid buy-back policy could necessitate the selling of underlying illiquid holdings at relatively short notice, and in volumes, which could lead to destruction of value. Time and again the Company has benefited from being a patient investor, often waiting years for a stock to take off.

As explained in the section above titled "Investment performance", the outstanding performance of the Company is the other side of the same coin as the relatively illiquid nature of the underlying stocks. A closed-ended investment trust, rather than an open-ended investment company, is the right investment vehicle for the Company's particular investment policy, and a rigid buy-back policy would defeat the benefit of having a closed-ended vehicle.

As at 31 December 2024 (being the latest practicable date prior to the publication of this Circular), the Company has authority to purchase a further 3,966,510 ordinary shares and intends to continue to do so, in line with its existing policy, when appropriate.

Continuation vote

Your Board remains committed to offering a continuation vote mechanism every three years and the next continuation vote will be put to Shareholders at the 2025 AGM, to be held in April. In the light of the positioning of the Portfolio, current market conditions and the investment outlook over the medium to long term, the Directors remain strongly in favour of continuation as at the date of this Circular.

The Board notes that, at the 2022 AGM, Shareholders voted overwhelmingly in favour of the Company continuing to operate as an investment trust, with 99.99 per cent. of votes received being in favour of continuation, demonstrating strong support for the Company's investment strategy.

Conclusion

Shareholders have a straightforward choice. On the one hand, Shareholders can vote with Saba to remove your current Board and commit to an uncertain strategy with no assurances of robust protection for Shareholders' interests. The Board believes that Saba wishes simply to gain control of the Company, as a large investment trust, for its campaign. On the other hand, Shareholders can VOTE AGAINST Saba's Requisitioned Resolutions and support the current Board, all of whom are independent of the Manager, and they will continue to benefit from a focus on capital appreciation in the medium- and long-term, a strategy which has, in the past, proven to be outstanding. You have a clear choice between a PROVEN track record that has delivered 2,611.6 per cent. NAV total return, and turned £95 million of capital into total profits, net of expenses, of approximately £1.63 billion over 30 years, or an undisclosed track record with an undisclosed fee structure with Saba. Shareholders should ask themselves whether Saba has not disclosed these details for a reason.

In the light of all of the above, the Board strongly recommends that Shareholders VOTE AGAINST the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting, as the Directors intend to do in respect of their own beneficial interests in the Company's Shares.

ACTION TO BE TAKEN

All Shareholders are encouraged to VOTE AGAINST each of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting. Investors who hold their Shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for VOTES AGAINST each of the Requisitioned Resolutions to be lodged on their behalf. The Association of Investment Companies' guidance on how to vote through investment platforms can be found on its website (https://www.theaic.co.uk/how-to-vote-your-shares).

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

• (i) by completing and signing the Form of Proxy for use in relation to the Requisitioned General Meeting in accordance with the instructions printed thereon and returning it by post, courier or (during normal business hours only) by hand;
• (ii) by visiting https://investorcentre.linkgroup.co.uk and following the instructions;
• (iii) in the case of certain institutional shareholders, by using the Proxymity platform at www.proxymity.io; or
• (iv) in the case of CREST members, by using the CREST electronic voting service in accordance with the procedures set out in the notes to the Notice of the Requisitioned General Meeting.

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 noon on 20 January 2025. An illustration of how to complete a Form of Proxy is contained on page 14 of this document.

Appointing a proxy online, completing, signing and returning a hard copy Form of Proxy or completing and transmitting a CREST Proxy Instruction will not preclude Shareholders from attending and voting at the Requisitioned 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 Requisitioned General Meeting voting on each Requisitioned Resolution 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 Requisitioned General Meeting.

The shorter notice period of 14 clear days, as approved at the Company's last annual general meeting, has been used for the purposes of the Requisitioned General Meeting as the Directors believe that the flexibility offered by the shorter notice period is in the best interests of Shareholders generally, taking into account the circumstances and business of the Requisitioned General Meeting, including the time sensitive nature of the Requisition.

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.

RECOMMENDATION

For the reasons set out above, the Board strongly recommends that Shareholders VOTE AGAINST each of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting, as the Directors intend to do in respect of their own beneficial interests in the Company's Shares.

Yours faithfully

Andrew Joy Chair

PART 2

HOW TO COMPLETE A FORM OF PROXY

YOUR VOTE IS VERY IMPORTANT. YOUR BOARD BELIEVES THAT SABA IS ATTEMPTING TO TAKE OVER CONTROL OF THE COMPANY FOR ITS OWN ECONOMIC BENEFIT AND TO CHANGE THE COMPANY'S INVESTMENT STRATEGY, POTENTIALLY DESTROYING VALUE. ALL SHAREHOLDERS ARE THEREFORE STRONGLY ENCOURAGED TO VOTE AGAINST THE REQUISITIONED RESOLUTIONS AND, IF THEIR SHARES ARE NOT HELD DIRECTLY, TO ARRANGE FOR THEIR NOMINEE TO VOTE ON THEIR BEHALF.

Details of the actions you are recommended to take are set out on pages 12 to 13 of this document. 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 noon on 20 January 2025.

An illustration of how to complete a Form of Proxy is set out below.

HERALD INVESTMENT TRUST PLC – REQUISITIONED GENERAL MEETING
The requisitioned general meeting (the "Requisitioned General Meeting") of Herald Investment Trust plc (the "Company") will be held at 10-11 Charterhouse Square, London EC1M 6EE on 22 January 2025 at 12 noon (London time). Please read the notice of the Requisitioned General Meeting in the circular of the Company dated 3 January 2025 (the "Circular") and the Explanatory Notes overleaf before completing this form. Please use a black pen.		Bar Code: Event Code:
Please complete this box only if you wish to appoint a third party proxy other than the Chair of the Requisitioned General Meeting as your proxy. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
Name of Proxy	Number of shares proxy appointed over
I/We, being (a) registered shareholder(s) of the Company, hereby appoint the Chair of the Requisitioned General Meeting or the person indicated in the box above as my/our proxy to attend, speak and vote on my/our behalf at the Requisitioned General Meeting and at any adjournment thereof.
I/We have indicated with an 'X' how I/we wish my/our votes to be cast in respect of the resolutions indicated below.
Please mark 'X' in the box opposite if this appointment is one of multiple appointments being made:
*For the appointment of more than one proxy, please refer to Explanatory Notes 6 to 8 (see overleaf) and enter the number of shares in respect of which the proxy is appointed in the box below.
Please mark 'X' in the relevant box alongside the resolution to indicate how you wish to vote (see Explanatory Note 17 overleaf).
ORDINARY RESOLUTIONS		For Against	Vote Withheld
1. To remove Andrew Joy as a director of the Company.
2. To remove James Will as a director of the Company.
3. To remove Stephanie Eastment as a director of the Company.
4. To remove Henrietta Marsh as a director of the Company.
5. To remove Priya Guha as a director of the Company.
6. To remove Christopher Metcalfe as a director of the Company.
7. To appoint Jassen Trankow as a director of the Company.
8. To appoint Paul Kazarian as a director of the Company.
To assist with arrangements, if you plan to attend the meeting, please place an 'X' in the box opposite:
I/We instruct my/our proxy as indicated on this Form of Proxy. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Requisitioned General Meeting.
		You may submit your
Signature	Date	proxy electronically at https://investorcentre.linkgroup.co.uk
In the case of a corporation, this Form of 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).
Please detach this portion of the Form of Proxy before posting. Please note this Form of Proxy must be signed and dated before being posted. Please complete, sign and return this Form of Proxy whether or not you plan to attend the Requisitioned General Meeting.

If you wish to vote as your Board recommends, please mark an "X" in the AGAINST column for each Requisitioned Resolution.

If you in any doubt as to how to complete the Form of Proxy or to submit your proxy appointment electronically you can call the Registrar on the shareholder helpline: +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). The helpline cannot provide advice on the merits or demerits of the Saba Campaign nor give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

PART 3

STATEMENT TO THE SHAREHOLDERS OF HERALD INVESTMENT TRUST PLC FROM SABA CAPITAL MANAGEMENT, L.P.

18 December 2024

Dear Shareholder

Saba Capital Management, L.P. (together with certain of its affiliates, "Saba" or "we") today launched a campaign to deliver value to shareholders of seven U.K. investments trusts, including Herald Investment Trust PLC (the "Trust") (HRI:LSE). As at 18 December 2024, we hold a c. 19% interest in the Trust, making us the Trust's largest investor and aligning our interests directly with yours.

As one of the world's single-largest investors in investment trusts, Saba has a track record of pursuing changes that return discounted trusts to their full net asset value ("NAV") and create long-term value for shareholders.

We have negotiated dozens of shareholder-friendly corporate actions – such as tenders, share buybacks, restructurings and discount management plans – and changes to investment approaches in investment vehicles where shareholders had previously suffered from prolonged poor performance and subpar management.

Mind the Gap: A New Board is Necessary at HRI to Correct Underperformance

We have requisitioned a general meeting of shareholders (the "General Meeting") at the Trust because the current Board of Directors (the "Board") and investment manager, Herald Investment Management, have failed to perform versus their benchmarks and have, therefore, required Saba's investment to narrow the deep trading discounts to NAV and deliver returns for shareholders.

At the General Meeting, which is expected to be scheduled by early February 2025, we are giving shareholders an opportunity to vote on two important resolutions (the "Resolutions") to: (1)

• (i) Remove all of the Trust's current directors; and
• (ii) Appoint new, highly qualified candidates to replace them.

The Resolutions reflect our lack of confidence in the ability of the Trust's current Board and Herald Investment Management to deliver long-term outperformance for shareholders, as evidenced by the fact that the Trust has delivered underwhelming total shareholder returns ("TSR") compared to its respective benchmark index during the last three years: (2),(3)

3-Year Average Discount to NAV	3-Year TSR vs. Benchmark
-14.7%	-7.4%

Source: Bloomberg. Data is in GBP and as of 13 December 2024.

It is also important to note that the Trust's discount to NAV has narrowed significantly over the last six months. We consider this to be a direct result of Saba acquiring a major interest in the Trust. Without such buyer demand or the prospect of active steps being taken to improve returns to shareholders, there is a risk of the Trust's share price falling and the discount widening again.

⁽¹⁾ Following receipt of the notice in accordance with applicable law and the Trust's articles of association.

⁽²⁾ The benchmark index included is Russell 2000 Tech Index.

⁽³⁾ Source: Bloomberg. TSR data is inclusive of dividends and as of 13 December 2024.

PROPOSED DIRECTOR CANDIDATES

We have proposed to replace the Trust's Board with the two new, highly qualified director candidates below. They possess the right skillsets and mix of experience to unlock greater value for shareholders and address the long-term structural issues that have hamstrung the Trust's return potential under current leadership.

• Paul Kazarian is the Principal Executive Officer of Saba's publicly traded investment trusts, leads Saba's investment trust and exchange-traded fund strategy and products, and has extensive experience as an investment trust director.
  • Partner and Closed-End Fund Portfolio Manager at Saba.
  • Serves on the Board of Trustees of various publicly traded trusts.

• Jassen Trenkow is a former finance and banking executive with 20 years of experience at Wall Street's top banking institutions.

• Founder and Managing Partner of DynamiCOO, where he serves as an on-demand Chief Operating Officer for companies of various sizes.
• Former Head of Finance Structural Reform and Transformation at Barclays, and Former Chief Operating Officer of Goldman Sachs Asset Management in Asia.

To ensure compliance with the highest standards of governance, it is intended that one or more further independent directors will also be appointed to the Board as soon as reasonably possible following the Trust's General Meeting.

THE PLAN: DELIVER SUBSTANTIAL LIQUIDITY & LONG-TERM RETURNS FOR HRI SHAREHOLDERS

We have identified a clear path forward to transform the Trust and deliver greater value for shareholders than could otherwise be realized under the current Board and investment manager. Our plan is simple: with a reconstituted Board, we intend to provide shareholders with long-overdue liquidity options alongside the opportunity for greater long-term returns under a new investment strategy and manager.

If appointed, the new directors will transparently assess all go-forward options available to the Trust, including:

• Offering liquidity events (e.g., tender offers, share buybacks) so all shareholders immediately have the opportunity to receive substantial liquidity near NAV, if they wish.
• Terminating the Trust's current investment management agreement.
• Replacing Herald Investment Management as the Trust's current investment manager.
  • The newly reconstituted Board may select Saba as the new investment manager, considering its strong track record of delivering attractive returns to shareholders.
• Refocusing the Trust's investment mandate on purchasing discounted trusts and/or combining it with other investment trusts, where appropriate, to realize scale benefits and synergies.

If elected, the new directors intend to first assess options to provide shareholders the opportunity to achieve substantial liquidity near NAV if they do not wish to remain in the Trust with a new manager and mandate.

RECOMMENDATION TO FELLOW SHAREHOLDERS

As shareholders, you deserve an investment that provides reliable returns, a Board that advocates for your best interests and a manager that is focused on delivering long-term outperformance.

If you are ready for positive change, we urge you to VOTE FOR all of the Resolutions to remove the existing directors and replace them with new directors with a concrete plan to deliver shareholder value. For more information on the director candidates and Saba's plans for the Trust, including our intent that the current investment manager be replaced, visit: www.mindthegap-uktrusts.com, which will be further supplemented ahead of the General Meeting. Shareholders are recommended to consider such further information before deciding how to vote.

Sincerely,

Saba Capital Management, LP.

DEFINITIONS

In this document (save for Part 3), the words and expressions listed below have the meanings set out opposite them:

2022 AGM	the annual general meeting of the Company held on 19 April 2022
2024 AGM	the annual general meeting of the Company held on 23 April 2024
2025 AGM	the annual general meeting of the Company to be held in 2025
AIC Code	the 2024 AIC Code of Corporate Governance, as revised or updated from time to time
AIM	the alternative investment market of the London Stock Exchange
Baillie Gifford US Growth Trust	Baillie Gifford US Growth Trust plc, a public limited company incorporated in England and Wales with registered number 11194060, the registered office of which is situated at 3 St. Helen's Place, London EC3A 6AB
Board	the board of Directors from time to time, including any duly constituted committee thereof
certificated or in certificated form	a Share which is not in uncertificated form
Companies Act	the UK Companies Act 2006, as amended
Company or Herald	Herald Investment Trust plc, a public limited company incorporated in England and Wales with registered number 02879728, the registered office of which is situated at 10-11 Charterhouse Square, London EC1M 6EE
Company Secretary	NSM Funds (UK) Limited, a private limited company incorporated in England and Wales with registered number 14807798, the registered office of which is situated at 4th Floor, 46-48 James Street, London W1U 1EZ
CREST	the 'Relevant System', as defined in the Uncertificated Securities Regulations, for the paperless settlement of transfers and the holding of shares in uncertificated form which is administered by Euroclear
CREST Manual	the compendium of documents titled 'CREST Manual' issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms
CREST Proxy Instruction	an authenticated CREST message to appoint or instruct a proxy in accordance with Euroclear's specifications and the CREST Manual

CQS Natural Resources Growth & Income	CQS Natural Resources Growth and Income plc, a public limited company incorporated in England and Wales with registered number 02978531, the registered office of which is situated at 25 Southampton Buildings, London WC2A 1AL
Directors	the directors of the Company, from time to time
Disclosure and Transparency Rules	the disclosure guidance and transparency rules made by the FCA under section 73A of the Financial Services and Markets Act 2000 (as amended), as amended from time to time
Edinburgh Worldwide	Edinburgh Worldwide Investment Trust plc, a public limited company incorporated in Scotland with registered number SC184775, the registered office of which is situated at Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Euroclear	Euroclear UK & International Limited, a private limited company incorporated in England and Wales with registered number 02878738, the registered office of which is situated at 33 Cannon Street, London EC4M 5SB, being the operator of CREST
European Smaller Companies Trust	The European Smaller Companies Trust plc, a public limited company incorporated in England and Wales with registered number 02520734, the registered office of which is situated at 201 Bishopsgate, London EC2M 3AE
FCA	the Financial Conduct Authority of the United Kingdom, the place of business of which is at 12 Endeavour Square, London E20 1JN, including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof
Form of Proxy	the form of proxy for use by Shareholders in connection with the Requisitioned General Meeting
FSMA	the UK Financial Services and Markets Act 2000, as amended
Henderson Opportunities Trust	Henderson Opportunities Trust plc, a public limited company incorporated in England and Wales with registered number 01940906, the registered office of which is situated at 201 Bishopsgate, London EC2M 3AE
Keystone Positive Change	Keystone Positive Change Investment Trust plc, a public limited company incorporated in England and Wales with registered number 00538179, the registered office of which is situated at 3 St. Helen's Place, London, England, EC3A 6AB
London Stock Exchange	London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721, the registered office of which is situated at 10 Paternoster Square, London EC4M 7LS
NAV	the value of the assets of the Company less its liabilities, as determined in accordance with the accounting policies adopted by the Company from time to time

NAV per Share	the NAV of the Company divided by the number of Shares in issue (excluding any Shares held in treasury) at the relevant time
Notice of Requisitioned General Meeting	the notice of the Requisitioned General Meeting set out at the end of this document
Manager	Herald Investment Management Limited, a private limited company incorporated in England and Wales with registered number 02877061, the registered office of which is situated at 10-11 Charterhouse Square, London EC1M 6EE
Portfolio	the portfolio of investments in which the funds of the Company are invested
Proposed Appointees	each of Jassen Trenkow and Paul Kazarian, being the individuals nominated as new Directors by the Requisitioning Member pursuant to the Requisition
Register	the register of members of the Company
Registrar	Link Group, the trading name of Link Market Services Limited, a private limited company incorporated in England and Wales with registered number 02605568, the registered office of which is at Central Square, 29 Wellington Street, Leeds LS1 4DL
Regulatory Information Service	a service authorised by the FCA to release regulatory announcements to the London Stock Exchange
Requisition	the request to convene the Requisitioned General Meeting received from the Requisitioning Shareholder on 18 December 2024
Requisitioned General Meeting	the requisitioned general meeting of the Company convened for 12 noon on 22 January 2025 at 10-11 Charterhouse Square, London EC1M 6EE or any adjournment of that meeting, notice of which is set out in the Notice of Requisitioned General Meeting
Requisitioning Member	Barclays Capital Securities Client Nominee Limited, a private limited company incorporated in England and Wales with registered number 01764681, the registered office of which is situated at 1 Churchill Place, London E14 5HP
Requisitioned Resolutions	the ordinary resolutions to be proposed at the Requisitioned General Meeting, as set out in full in the Notice of Requisitioned General Meeting at the end of this document
Saba	Saba Capital Management, L.P. and (as the context may require) certain of its affiliates and client funds managed by Saba
Saba's Inception	1 April 2009, being the date on which the Board believes Saba Capital Management, L.P. was founded
Saba Campaign	has the meaning given to it on page 6 of this document
Shareholder	a holder of Shares from time to time

Shares	ordinary shares of 25 pence each in the capital of the Company
Targeted Trusts	the Company, CQS Natural Resources Growth & Income, European Smaller Companies Trust, Henderson Opportunities Trust, Baillie Gifford US Growth Trust, Edinburgh Worldwide and Keystone Positive Change, being the seven investment trusts targeted in the Saba Campaign
UK	the United Kingdom of Great Britain and Northern Ireland
UK Corporate Governance Code	the 2024 UK Code of Corporate Governance, as revised or updated from time to time
UK Listing Rules	the rules and regulations made by the FCA under Part VI of FSMA and contained in the FCA's UK Listing Rules sourcebook
uncertificated or in uncertificated form	a Share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of CREST
Uncertificated Securities Regulations	any provision of the Companies Act relating to uncertificated shares (including the holding, evidencing of title to, or transfer of uncertificated shares) and any legislation, rules or other arrangements made under or by virtue of such provision, including without limitation the Uncertificated Securities Regulations 2001, as amended from time to time

HERALD INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 02879728 and registered as an investment company under section 833 of the Companies Act)

NOTICE OF REQUISITIONED GENERAL MEETING

Notice is hereby given that a requisitioned general meeting of Herald Investment Trust PLC (the "Company") will be held at 10-11 Charterhouse Square, London EC1M 6EE on 22 January 2025 at 12 noon for the purpose of considering the following business.

To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• 1. To remove Andrew Joy as a director of the Company pursuant to section 168(1) of the Act with effect from the end of the general meeting.
• 1. To remove James Will as a director of the Company pursuant to section 168(1) of the Act with effect from the end of the general meeting.
• 1. To remove Stephanie Eastment as a director of the Company pursuant to section 168(1) of the Act with effect from the end of the general meeting.
• 1. To remove Henrietta Marsh as a director of the Company pursuant to section 168(1) of the Act with effect from the end of the general meeting.
• 1. To remove Priya Guha as a director of the Company pursuant to section 168(1) of the Act with effect from the end of the general meeting.
• 1. To remove Christopher Metcalfe as a director of the Company pursuant to section 168(1) of the Act with effect from the end of the general meeting.
• 1. To appoint Jassen Trankow as a director of the Company with effect from the end of the general meeting.
• 1. To appoint Paul Kazarian as a director of the Company with effect from the end of the general meeting.

10-11 Charterhouse Square NSM Funds (UK) Limited London Company Secretary EC1M 6EE

Registered Office By Order of the Board

3 January 2025

Notes:

• 1. The shorter notice period of 14 clear days, as approved at the Company's last annual general meeting, has been used for the purposes of the Requisitioned General Meeting as the Directors believe that the flexibility offered by the shorter notice period is in the best interests of Shareholders generally, taking into account the circumstances and business of the Requisitioned General Meeting, including the time sensitive nature of the Requisition.
• 1. As a member you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the Requisitioned General Meeting. A proxy need not be a member of the Company but must attend the Requisitioned General Meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You can only appoint a proxy using the procedure set out in these notes. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act) provided in this notice (or any related documents including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.
• 1. If you wish to appoint a proxy, you may do so either:
  2. by completing and signing the Form of Proxy accompanying this document for use in relation to the Requisitioned General Meeting in accordance with the instructions printed thereon and returning by post, by courier or (during normal business hours only) by hand; or
  3. by logging on to https://investorcentre.linkgroup.co.uk and following the instructions; or
  4. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 6 below.

You may request additional hard copy Form(s) of Proxy directly from the Registrar, Link Group, via email at shareholderenquiries@linkgroup.co.uk or by calling on Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). In each case, the proxy appointment must be received by the Company as soon as possible and, in any event, so as to arrive by no later than 12 noon on 20 January 2025.

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by no later than 12 noon on 20 January 2025 in order to be considered valid or, if the Requisitioned General Meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

• 1. To be valid any hard copy Form of Proxy or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post, by courier or (during normal business hours only) by hand by the Registrar at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 48 hours (excluding non-working days) before the time of the Requisitioned General Meeting or any adjourned meeting.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and/or by logging on to the website www.euroclear.com. 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.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrar (ID RA10) no later than 48 hours (excluding non-working days) before the time of the Requisitioned General Meeting or any adjournment of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST application host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s)), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings
• 1. 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
• 1. The submission of a completed proxy form or other instrument of proxy will not prevent you attending the Requisitioned General Meeting and voting in person if you wish.

Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion or withhold from voting.

• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations and Section 311 of the Companies Act the Company specifies that to be entitled to attend and vote at the Requisitioned General Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register no later than 48 hours (excluding non-working days) prior to the commencement of the Requisitioned General Meeting or any adjourned meeting. Changes to the Register after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Any corporation that 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.
• 1. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between them and the Shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Requisitioned General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
• 1. The statement of the rights of Shareholders in relation to the appointment of proxies in notes 2 and 4 above does not apply to Nominated Persons. The rights described in those notes can only be exercised by shareholders of the Company.
• 1. A copy of this Notice of Requisitioned General Meeting, and other information required by Section 311A of the Companies Act, is available from the Company's page of the Investment Manager's website at: www.heralduk.com.
• 1. Under section 319A of the Companies Act, the Company must answer any question relating to the business being dealt with at the Requisitioned General Meeting put by a member attending the Requisitioned General Meeting unless:
  2. answering the question would interfere unduly with the preparation for the Requisitioned General Meeting or involve the disclosure of confidential information;
  3. the answer has already been given on a website in the form of an answer to a question; or
  4. it is undesirable in the interests of the Company or the good order of the Requisitioned General Meeting that the question be answered.
• 1. As at 31 December 2024 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consisted of 50,340,861 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 31 December 2024 were 50,340,861 votes.
• 1. Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person other than the Chair of the meeting as their proxy will need to ensure that both they and their proxy comply with their respective disclosure obligations under the Disclosure and Transparency Rules.