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 seek your own independent financial advice without delay from your stockbroker, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are in a territory outside of the United Kingdom, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your ordinary shares of 25 pence each in the capital of the Company (the "Shares"), please send this document (but not the accompanying personalised PINK 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 or otherwise transferred only part of your holding of Shares, you should retain this document (and the accompanying personalised PINK Form of Proxy) and contact immediately the stockbroker, bank or other agent through whom you effected the sale or transfer.

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 2006)

Notice of Annual General Meeting

The Board urges all Shareholders to VOTE IN FAVOUR of each of the Resolutions at the AGM and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf.

YOU MUST RETURN YOUR PINK FORM OF PROXY OR ELECTRONIC PROXY APPOINTMENT SO AS TO BE RECEIVED BY NO LATER THAN 2.00 P.M. ON 26 JUNE 2026

Notice of the annual general meeting of the Company to be held at 10-11 Charterhouse Square, London EC1M 6EE on 30 June 2026 at 2.00 p.m. is set out at the end of this document. Shareholders should read this document in its entirety before deciding what action they should take. 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).

A separate circular has been sent to Shareholders on or around the date of this document containing: (i) the full terms and conditions of the Tender Offer; (ii) the Tender Offer timetable; and (iii) instructions on how to participate in the Tender Offer.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority of the Bank of England (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"). Singer Capital Markets Securities Limited ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove and Singer Capital Markets are exclusively advising the Company and are not advising any other person or treating any other person as their respective clients in relation to the Tender Offer, or the matters referred to in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove and Singer Capital Markets (respectively) nor for providing advice in relation to the Tender Offer or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which J.P. Morgan Cazenove or Singer Capital Markets may have under FSMA or the regulatory regime established thereunder.

NOTICE TO US SHAREHOLDERS

The Tender Offer relates to securities in a non-US company that is registered in England and Wales and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA and of the London Stock Exchange. The financial information relating to the Company included in this document has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that may be different from those applicable under US domestic tender offer procedures and law. The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) under the US Exchange Act. The Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports thereunder. Any Shares beneficially owned by a US Shareholder which have been validly tendered for purchase pursuant to the Tender Offer shall be purchased by J.P. Morgan Cazenove. J.P. Morgan Securities LLC, an affiliate of J.P. Morgan Cazenove, will act as US dealer manager with respect to the Tender Offer in the United States to the extent required. Singer Capital Markets is not taking part in the making of the Tender Offer to US Shareholders.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws. The Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with normal UK practice, the Company, J.P. Morgan Cazenove, Singer Capital Markets or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Shares outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by J.P. Morgan Cazenove and/or Singer Capital Markets acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the listing rules of the FCA, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at http://www.londonstockexchange.com.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction for US federal income tax purposes. This document does not address the US federal income tax considerations applicable to any participation in the Tender Offer. Each Shareholder should consult and seek individual advice from an appropriate professional adviser.

Neither the Tender Offer nor this document have been approved or disapproved by the US Securities and Exchange Commission, any US state securities commission or any other US regulatory authority, nor have such authorities passed upon the merits or fairness of the Tender Offer or determined the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.

	Page
HOW TO VOTE ON THE RESOLUTIONS	4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
PART 1 – LETTER FROM THE CHAIRMAN	6
PART 2 – THE AGM RESOLUTIONS	9
PART 3 – PROPOSED CHANGES TO THE INVESTMENT POLICY	13
PART 4 – DEFINITIONS	15
NOTICE OF ANNUAL GENERAL MEETING	19

HOW TO VOTE ON THE RESOLUTIONS

The Board urges all Shareholders to VOTE IN FAVOUR of each of the Resolutions at the AGM, and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf.

YOU MUST RETURN YOUR PINK FORM OF PROXY OR ELECTRONIC PROXY APPOINTMENT SO AS TO BE RECEIVED BY NO LATER THAN 2.00 P.M. ON 26 JUNE 2026

Shareholders are encouraged to submit their voting instructions in advance of the AGM by appointing a proxy. The completion and return of a PINK Form of Proxy (or the electronic appointment of a proxy) will not prevent you from attending and voting in person at the AGM if you wish to do so.

Shareholders (who hold certificated Shares) are requested to complete and return the PINK Form of Proxy accompanying this document for use in connection with the AGM. To be valid, PINK Forms of Proxy must be completed, signed and returned in accordance with the instructions printed thereon (using the reply paid envelope provided (for use in the UK only) or your own envelope) so as to be received by the Registrar, MUFG Corporate Markets, at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and, in any event, by no later than 2.00 p.m. on 26 June 2026.

Alternatively, you may appoint a proxy or proxies electronically by using the Investor Centre app or by accessing the web browser at https://uk.investorcentre.mpms.mufg.com/ and following the instructions. Proxies submitted via the Investor Centre must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 2.00 p.m. on 26 June 2026.

Institutional shareholders and holders of uncertificated Shares (that is, Shares held in CREST) should read the accompanying notes to the Notice of AGM, set out at the end of this document, for instructions on how they may be able to use the Proxymity platform and CREST electronic voting service, respectively.

It is important that you complete and return the PINK Form of Proxy or appoint a proxy or proxies electronically (using the Registrar's Investor Centre, Proxymity platform or CREST electronic voting service) in the manner referred to above as soon as possible. In each case please also refer to the accompanying notes to the Notice of AGM set out at the end of this document.

Investors who hold their Shares indirectly via a nominee or investor platform are encouraged to instruct their nominee or investor platform to vote on their behalf in good time, to ensure that their votes, which are important to the Company, are received and taken into account. Many investor platforms enable investors to submit voting instructions directly through their website. Please note that the deadline to submit votes is likely to be earlier than the time and date for receipt of PINK Forms of Proxy as detailed above. The Association of Investment Companies' guidance on how to vote through investment platforms can be found on its website (at https://www.theaic.co.uk/how-to-vote-your-shares). Some platforms require investors to vote using the platform's website rather than the applicable mobile application.

If you have any queries in relation to your shareholding(s) in the Company please call the MUFG Corporate Markets shareholder helpline between 9.00 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on +44 (0)371 664 0300 or contact the Registrar by email at [email protected]. Calls are charged at the standard geographic rate and will vary by provider. Calls made from outside the United Kingdom will be charged at the applicable international rate. The shareholder helpline can provide information only regarding the completion of a PINK Form of Proxy but cannot provide advice on the merits or demerits of the Resolutions nor give any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2026
Publication of this document	2 June
Publication of the Tender Offer Circular	2 June
Latest time and date for lodging PINK Forms of Proxy or submitting proxy instructions electronically (either through the Registrar's Investor Centre, Proxymity or CREST) in respect of the AGM	2.00 p.m. on 26 June
Record time and date for entitlement to vote at the AGM	6.00 p.m. on 26 June
AGM	2.00 p.m. on 30 June

Notes

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

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 2006)

Directors
Andrew Joy (Chairman)
Stephanie Eastment
Priya Guha, MBE
Henrietta Marsh
Christopher Metcalfe

Registered Office
10-11 Charterhouse Square
London
EC1M 6EE

2 June 2026

Dear Shareholder

Notice of AGM

and

unanimous recommendation of the Board to VOTE IN FAVOUR

of each of the Resolutions at the Annual General Meeting

INTRODUCTION

Further to the publication on 23 February 2026 of the Company's annual report and audited financial statements for the financial year ended 31 December 2025 (the "2025 Annual Report"), I am pleased to enclose the notice of the Company's forthcoming annual general meeting (the "AGM").

The purpose of this document is to convene the AGM, provide an explanation of each of the resolutions to be proposed at the AGM (the "Resolutions") and set out why your Board is unanimously recommending that Shareholders VOTE IN FAVOUR of each of the Resolutions.

As announced on 7 May 2026, the Company has agreed heads of terms with Herald Investment Management Limited, the Company's current alternative investment fund manager, and Aberdeen Investments in respect of a proposed Tender Offer and proposed changes to the Company's management and administrative arrangements (together with the Tender Offer being the "Proposals"). In connection with the Proposals, the Board also announced that it has entered into an irrevocable undertaking and a three year standstill agreement with Saba Capital Management, L.P. ("Saba", including the Saba Investment Vehicles but excluding any Saba RICs).

The Company has today published a separate shareholder circular in respect of the Proposals (the "Tender Offer Circular"), which is made available alongside this AGM circular.

The Board believes the Proposals, which are supported by Saba, provide a stable foundation for the Company's future growth. Shareholders who wish to stay invested will continue with the current investment manager, Katie Potts, and the existing proven and highly successful investment strategy. At the same time, the Proposals offer Shareholders a significant exit opportunity, should they wish it, at close to the NAV per Share as at the time of the exit. Shareholders should refer to the Tender Offer Circular for further information on, and the action to be taken in connection with, the Proposals.

It is in this context that your Board is unanimously recommending that Shareholders vote in favour of each of the Resolutions at the AGM.

2. AGM

2.1. Details of AGM

Your Board places great importance on communication with all Shareholders and maintaining an open dialogue with them. The principal forum for this is the Company's AGM.

The AGM will be held at 10-11 Charterhouse Square, London EC1M 6EE on 30 June 2026 at 2.00 p.m.

You will find set out on pages 19 to 24 of this document the notice convening the AGM at which Shareholders will be asked to consider and, if thought fit, approve the Resolutions. The Notice of AGM contains the full text of the Resolutions.

2.2. Business of the AGM

Explanatory notes in respect of each of the Resolutions to be proposed at the AGM are set out in Part 2 of this document.

Shareholders are encouraged to attend and also to submit proxy voting instructions in advance of the AGM.

At the AGM, the Manager will make a presentation on the financial year ended 31 December 2025.

3. ACTION TO BE TAKEN

All Shareholders are encouraged to VOTE IN FAVOUR of each of the Resolutions to be proposed at the AGM and, if investors do not hold their Shares directly, to arrange for their nominee to VOTE IN FAVOUR of each of the Resolutions on their behalf. Shareholders are encouraged to vote regardless of whether they intend to tender some or all of their Shares pursuant to the Tender Offer (noting that the Tender Offer is not expected to complete until after the AGM).

Action to be taken by Shareholders in connection with the Proposals is set out in the Tender Offer Circular.

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

(i) by completing and signing the PINK Form of Proxy for use in relation to the AGM in accordance with the instructions printed thereon and returning it by post, courier or (during normal business hours only) by hand;

(ii) by using the Investor Centre app or accessing the web browser at https://uk.investorcentre.mpms.mufg.com/;

(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 AGM.

In each case, to be valid, proxy appointments must be completed in accordance with the relevant instructions so as to be received by the Registrar as soon as possible and, in any event, by no later than 2.00 p.m. on 26 June 2026 (or, if the AGM is adjourned, 48 hours (excluding non-Business Days) prior to the adjourned AGM).

Appointing a proxy electronically, or completing, signing and returning a hard copy PINK Form of Proxy, will not preclude a Shareholder from attending and voting at the AGM in person, should they wish to do so.

Investors who hold 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 IN FAVOUR of each of the 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 (at https://www.theaic.co.uk/how-to-vote-your-shares). Some platforms require investors to vote using the platform's website rather than the applicable mobile application.

RECOMMENDATION

Your Board considers that the Resolutions to be put forward at the AGM are in the best interests of Shareholders as a whole, and recommends unanimously that all Shareholders VOTE IN FAVOUR of each of the Resolutions at the AGM, as all of the Directors who hold Shares intend to do (or their connected persons intend to do) in respect of their own beneficial holdings of 15,420 Shares (representing, in aggregate, 0.03 per cent. of the Company's issued share capital as at the Latest Practicable Date).

Yours faithfully

Andrew Joy
Chairman

PART 2 – THE AGM RESOLUTIONS

Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions and in order to be passed will each require more than 50 per cent. of the votes cast in person or by proxy on the relevant Resolution to be voted in favour of it.

Resolutions 12 to 14 (inclusive) will be proposed as special resolutions and in order to be passed will each require at least 75 per cent. of the votes cast in person or by proxy on the relevant Resolution to be voted in favour of it.

Save for Resolution 12 (the authority to allot on a non-pre-emptive basis), which is conditional on Resolution 10 (authority to allot on a pre-emptive basis), none of the Resolutions are conditional on the passing of any of the other Resolutions.

In line with governance recommendations, if 20 per cent. or more of votes are cast against any Shareholder resolution, the Company would announce what action it intended to take to consult Shareholders' views and would provide a summary of the outcome and actions it intended to take within six months of the date at which the vote was held. As noted in the 2025 Annual Report, more than 20 per cent. of votes were cast against the Board recommendations at the 2025 AGM in respect of a number of resolutions (including those seeking the re-election of Directors and continuation of the Company).

Having engaged with Shareholders, the Board believes that the Proposals, which are supported by Saba, provide a stable foundation for the Company's future growth. Pursuant to the Standstill Agreement, Saba will not vote against the recommendation of the Board on any of the Resolutions at the AGM.

Further details in respect of each of the Resolutions to be proposed at the AGM are set out below.

Resolution 1 – adoption of the 2025 Annual Report

The Directors are required to present the 2025 Annual Report, including the Directors' report, audited financial statements and independent auditor's report, to Shareholders at the AGM and Shareholders are being asked to receive and adopt them pursuant to Resolution 1.

Resolutions 2 and 3 – approval of the Company's remuneration policy and the Directors' remuneration report

The Company's remuneration policy (which is set out on page 52 of the 2025 Annual Report) was last approved by Shareholders at the annual general meeting held in 2023. In accordance with statute, the remuneration policy must be put to Shareholders for approval every three years. Accordingly, Resolution 2 seeks such Shareholder approval.

The Directors' remuneration report can be found on pages 52 to 54 of the 2025 Annual Report and is subject to an advisory vote by Shareholders. The Directors' remuneration report details the payments that have been made to the Directors during the financial year ended 31 December 2025, in accordance with the Company's current remuneration policy. Shareholders are being asked to approve the Directors' remuneration report pursuant to Resolution 3.

Resolutions 4 to 7 – re-election of Directors

In line with the AIC Code and the Articles, each of the Directors (Andrew Joy, Stephanie Eastment, Priya Guha, Henrietta Marsh and Christopher Metcalfe) will retire from office, and those wishing to be re-appointed will offer themselves for re-election at the AGM.

Andrew Joy, Stephanie Eastment, Priya Guha and Christopher Metcalfe will each stand for re-election by Shareholders at the AGM.

Henrietta Marsh, who has served more than six years on the Board, is stepping down from the Board and will not stand for re-election at the AGM. The Board wishes Henrietta the very best for her future and thanks her for her valuable contribution over many years.

Brief biographies of each Director can be found on page 43 of the 2025 Annual Report. Each of the Directors is independent of 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 believe that, following the AGM, the Board will continue to have an appropriate blend of skills and experience which will enable it to provide effective leadership and proper governance of the Company.

Based on the review undertaken by the nomination committee of the Board (as referred to at pages 45 and 46 of the 2025 Annual Report) on each Director's performance, the Board recommends the passing of the Director Re-Election Resolutions.

Resolutions 8 and 9 – appointment of the auditor and determination of the auditor’s remuneration

The Company's independent auditor is PricewaterhouseCoopers LLP ("PwC"), which has indicated its willingness to continue in office. PwC's auditor's report in respect of the financial year ended 31 December 2025 is contained in the 2025 Annual Report.

Resolution 8 relates to the re-appointment of PwC as the Company's auditor to hold office until the conclusion of the 2027 AGM. This Resolution is recommended by the Company's audit committee and endorsed by the Board. Resolution 9 authorises the audit committee of the Board to fix the auditor's remuneration.

The audit committee notes that PwC did not provide any non-audit services to the Company during the financial years ended 31 December 2024 and 31 December 2025.

Resolution 10 – authority to allot Shares on a pre-emptive basis

The Directors may only allot Shares, or grant rights to subscribe for, or convert any security into, Shares in the capital of the Company with the prior authorisation of Shareholders under section 551 of the Companies Act. Resolution 10 seeks authority for the Directors to allot Shares, and grant rights to subscribe for, or convert any security into, Shares, up to an aggregate nominal amount of £1,196,461 (representing approximately 10 per cent. of the Company's issued share capital as at the Latest Practicable Date) for cash on a pre-emptive basis.

If approved, this authority will expire on the earlier of the 2027 AGM and the date falling 15 months from the date of the passing of the Resolution.

The Board believes that granting the Company the flexibility to allot and issue Shares in accordance with section 551 of the Companies Act is in the best interests of Shareholders.

The Board notes that the Tender Offer is expected to be implemented within a matter of weeks after the AGM and that, following such implementation, the Company's issued share capital will be significantly smaller than it is at present. Accordingly, the Board's current intention is that, if the Tender Offer is implemented, it will only utilise the authority granted pursuant to Resolution 10 up to an aggregate nominal amount representing approximately 10 per cent. of the Company's issued share capital (excluding any Shares held in treasury, if any) on completion of the Tender Offer.

Resolution 11 – approval of investment objective and policy

There will be no change to the Company's investment mandate pursuant to the Proposals. Shareholders who wish to stay invested with the Company will continue with the current investment manager, Katie Potts, and the existing proven and highly successful investment strategy.

That said, subject to Shareholder approval at the AGM, the Company proposes to tidy up the existing wording in its Investment Policy by making certain clarificatory amendments (regarding, among other things, the diversification requirements for investment policies under the UK Listing Rules).

The Company proposes to remove the statement that "[g]earing levels are monitored closely by the Manager and reviewed by directors at each board meeting", on the basis that this is an operational and administrative matter rather than a component of the Investment Policy. The Company confirms that gearing will continue to be monitored in practice and that this will be disclosed in the annual report within the relevant sections describing the Company's control procedures.

The Company further proposes to remove the statement that “[t]he risk associated with the illiquidity of smaller companies is reduced by generally restricting the stake in any one company to less than 10% of the shares in issue”, on the basis that this is not, strictly speaking, an investment restriction as drafted in the existing Investment Policy. That said, in practice, the Company will generally continue to keep holdings below this threshold save in exceptional circumstances. No other changes to the existing Investment Policy are being proposed. The Company has received written approval from the Financial Conduct Authority to implement the proposed amendments to the Investment Policy described above and set out in full in Part 3 of this document. Therefore, in accordance with the UK Listing Rules, Shareholder approval is now being sought for those amendments at the AGM.

Resolution 12 – authority to allot Shares on a non-pre-emptive basis

If the Directors wish to exercise the authority granted under Resolution 10 to allot Shares (or sell Shares from treasury) for cash, the Companies Act requires that, unless Shareholders have given specific authority for the waiver of their statutory pre-emption rights, such Shares must first be offered to existing Shareholders in proportion to their existing shareholdings.

In certain circumstances, it may be in the best interests of the Company to allot Shares, or sell treasury Shares, for cash without first offering such Shares to existing Shareholders in proportion to their holdings.

Resolution 12, which is conditional on the passing of Resolution 10, is therefore intended to grant the Directors the authority to allot Shares, and sell Shares from treasury, up to an aggregate nominal amount of £1,196,461 (representing approximately 10 per cent. of the Company's issued share capital as at the Latest Practicable Date) for cash on a non-pre-emptive basis. If approved, this authority will expire on the earlier of the 2027 AGM and the date falling 15 months from the date of the passing of the Resolution.

In accordance with the UK Listing Rules, any non-pre-emptive issue of Shares for cash will be priced at or above the then prevailing NAV per Share unless prior Shareholder approval is obtained. Accordingly, any issue of Shares pursuant to the authority granted under Resolution 12 should not be dilutive to the prevailing NAV per Share.

As noted above, the Tender Offer is expected to be implemented within a matter of weeks after the AGM and, following such implementation, the Company's issued share capital will be significantly smaller than it is at present. Accordingly, the Board's current intention is that, if the Tender Offer is implemented, it will only utilise the authority granted pursuant to Resolution 12 up to an aggregate nominal amount representing approximately 10 per cent. of the Company's issued share capital (excluding any Shares held in treasury, if any) on completion of the Tender Offer.

Resolution 13 – authority to make market purchases of Shares

If Resolution 13 is passed at the AGM, the Company will have general authority, in substitution for any existing authorities, to buy back up to 7,173,984 Shares or, if less, 14.99 per cent. of the Company's issued share capital (excluding any Shares held in treasury) immediately prior to the passing of the Resolution.

If granted, this authority will expire at the conclusion of the 2027 AGM or, if earlier, on the date which is 15 months after the date of passing of the Resolution, unless the authority is renewed, revoked or varied by the Company in general meeting prior to such time.

The Board will only utilise this authority when it believes it to be in the interest of Shareholders to do so and in accordance with its policy on buy-backs. Shares will only be bought back at a price that is at a discount to the Company's prevailing NAV per Share.

As noted above, the Tender Offer is expected to be implemented within a matter of weeks after the AGM and, following such implementation, the Company's issued share capital will be significantly smaller than it is at present. Accordingly, the Board's current intention is that, if the Tender Offer is implemented, it will only utilise the authority granted pursuant to Resolution 13 up to an aggregate nominal amount representing approximately 14.99 per cent. of the Company's issued share capital (excluding any Shares held in treasury, if any) on completion of the Tender Offer.

Resolution 14 – authority to call a general meeting on shorter notice

The Companies Act and the Articles provide that all general meetings of the Company, other than annual general meetings, may be called on not less than 14 clear days' notice. However, under the Companies (Shareholders' Rights) Regulations 2009, companies are only able to utilise such a shorter notice period if authorised annually by shareholders. Resolution 14 seeks such authority.

The Board believes that it is in the best interests of Shareholders to have the ability to call meetings on 14 clear days' notice. In particular, the Directors believe that this flexibility is important should a matter require urgency.

The authority granted by this Resolution would only be used by the Board if it considers a shorter notice period to be in the best interests of Shareholders generally, taking into account the circumstances and the business to be considered.

PART 3 – PROPOSED CHANGES TO THE INVESTMENT POLICY

If the proposed amendments to the Investment Policy are approved at the AGM by the passing of Resolution 11, then the existing Investment Policy (including the investment objective) as shown on the left column of the below table will be amended as set out in the right column of the below table.

Additions to the investment objective and Investment Policy are indicated with underlining and deletions are indicated with strikethrough.

Existing investment objective and investment policy	Proposed investment objective and investment policy
OBJECTIVE
To achieve capital appreciation through investments in smaller quoted companies in the areas of technology and communications

INVESTMENT POLICY – STRATEGY
While the policy is global investment in smaller quoted companies in technology and communications, the approach is to construct a diversified portfolio through the identification of individual companies which offer long-term growth potential, typically over a five-year horizon or more. The portfolio is actively managed and does not seek to track any comparative index. With a remit to invest in smaller companies with market capitalisation generally below $5bn at the point of purchase, there tends to be a correlation with the performance of smaller companies, as well as that of the technology and communications sectors. A degree of volatility relative to the overall market should be expected.

The risk associated with the illiquidity of smaller companies is reduced by generally restricting the stake in any one company to less than 10% of the shares in issue.

In addition, to contain the risk of any one holding, the Manager generally takes profits when a holding reaches more than 5% of the portfolio. The Manager actively manages the exposure within the constraint that illiquid positions cannot be traded for short-term movements. | OBJECTIVE
To achieve capital appreciation through investments in smaller quoted companies in the areas of technology and communications

INVESTMENT POLICY – STRATEGY
While theThe policy is global investment in smaller quoted companies in technology and communications, and the approach is to construct a diversified portfolio through the identification of individual companies which offer long-term growth potential, typically over a five-year horizon or more. The portfolio is actively managed and does not seek to track any comparative index. With a remit to invest in smaller companies with market capitalisation generally below $5bn at the point of purchase, there tends to be a correlation with the performance of smaller companies, as well as that of the technology and communications sectors. A degree of volatility relative to the overall market should be expected.

The risk associated with the illiquidity of smaller companies is reduced by generally restricting the stake in any one company to less than 10% of the shares in issue.

A number of investments are in early-stage companies, which have a higher stock specific risk but the potential for above average growth. Stock specific risk is reduced by having a diversified portfolio. The limit for any single holding (excluding cash and cash equivalents) is 10% of net assets (measured at time of investment), though in practice in addition, to contain the risk of any one holding, the Manager generally takes profits when a holding reaches more than 5% of the portfolio. The Manager actively manages the exposure within the constraint that illiquid positions cannot be traded for short-term movements. |

Existing investment objective and investment policy	Proposed investment objective and investment policy
The Company has a policy not to invest more than 15% of gross assets in other UK-listed investment companies. From time to time, fixed interest holdings, non-equity or unquoted investments may be held on an opportunistic basis.

The Company recognises the long-term advantages of gearing and has a maximum gearing limit of 50% of net assets. Borrowings are invested primarily in equity markets but the Manager is permitted to invest in other securities in the companies in the target areas when it is considered that the investment grounds merit the Company taking a geared position. The board's intention is to gear the portfolio when appropriate, taking into account current and future cashflow requirements of the Manager. Gearing levels are monitored closely by the Manager and reviewed by directors at each board meeting.

The Company may use derivatives which will be principally, but not exclusively, for the purpose of efficient portfolio management (i.e. for the purpose of reducing, transferring or eliminating investment risk in its investments, including protection against currency risk). | The Company has a policy not to invest more than 15% of gross assets in other UK-listed investment companies. From time to time, fixed interest holdings, non-equity or unquoted investments may be held on an opportunistic basis.

The Company recognises the long-term advantages of gearing and has a maximum gearing limit of 50% of net assets. Borrowings are invested primarily in equity markets but the Manager is permitted to invest in other securities in the companies in the target areas when it is considered that the investment grounds merit the Company taking a geared position. The board's intention is to gear the portfolio when appropriate, taking into account current and future cashflow requirements of the Manager. Gearing levels are monitored closely by the Manager and reviewed by directors at each board meeting.

PART 4 – DEFINITIONS

In this document, the words and expressions listed below have the meanings set out opposite them:

2025 AGM
the annual general meeting of the Company held on 24 March 2025

2025 Annual Report
the annual report and audited financial statements of the Company for the financial year ended 31 December 2025

2027 AGM
the annual general meeting of the Company to be held in 2027

Aberdeen Investments
abrdn Fund Managers Limited is the legal entity, with Aberdeen Investments being the client facing brand. abrdn Fund Managers Limited is a private limited company incorporated in England and Wales with registered number 00740118 and having its registered office at 280 Bishopsgate, London EC2M 4AG

AGM
the annual general meeting of the Company to be held at 10-11 Charterhouse Square, London EC1M 6EE on 30 June 2026 at 2.00 p.m. (and any adjournment thereof)

AIC Code
the 2024 AIC Code of Corporate Governance, as revised or updated from time to time

Articles
the Company's articles of association

Board
the board of Directors from time to time, including any duly constituted committee thereof

Business Day
any day of the year (excluding Saturdays and Sundays) on which banks are open for normal banking business in the City of London

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 and having its registered office at 10-11 Charterhouse Square, London EC1M 6EE

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 Regulations
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

CREST Sponsor
a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations)

Daily Official List
the Daily Official List published by the London Stock Exchange

Director Re-Election Resolutions
the ordinary resolutions relating to the approval of the re-election of each of Andrew Joy, Stephanie Eastment, Priya Guha and Christopher Metcalfe as Directors, which will be proposed at the AGM, as set out in the Notice of AGM

Directors
the directors of the Company, from time to time

Disclosure Guidance 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 from time to time

Euroclear
Euroclear UK & International Limited, a private limited company incorporated in England and Wales with registered number 02878738 and having its registered office at 33 Cannon Street, London EC4M 5SB, being the operator of CREST

FCA or Financial Conduct Authority
the Financial Conduct Authority of the United Kingdom, having its place of business 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

FSMA
the UK Financial Services and Markets Act 2000, as amended

Investment Policy
the investment objective and policy of the Company

J.P. Morgan Cazenove
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), a public limited company incorporated in England and Wales with registered number 02711006 and having its registered office at 25 Bank Street, Canary Wharf, London E14 5JP

Latest Practicable Date
close of business on 29 May 2026 (being the latest practicable date prior to the publication of this document)

London Stock Exchange
London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721 and having its registered office at 10 Paternoster Square, London EC1M 7LS

Manager
Herald Investment Management Limited, a private limited company incorporated in England and Wales with registered number 02877061 and having its registered office at 10-11 Charterhouse Square, London EC1M 6EE

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 AGM
the notice of the AGM set out at the end of this document

PINK Form of Proxy
the PINK form of proxy for use by Shareholders in connection with the AGM, a copy of which accompanies this document

Proposals
has the meaning given to it in paragraph 1 of Part 1 of this document

PwC
PricewaterhouseCoopers LLP, a limited liability partnership incorporated in England and Wales with registered number OC303525 and having its registered office at 1 Embankment Place, London WC2N 6RH

Registrar or MUFG Corporate Markets
MUFG Corporate Markets (UK) Limited, a private limited company incorporated in England and Wales with registered number 02605568 and having its registered office 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

Resolutions
the resolutions to be proposed at the AGM, as set out in full in the Notice of AGM at the end of this document

Saba
Saba Capital Management, L.P. and (as the context may require) the Saba Investment Vehicles

Saba Investment Vehicles
any funds, accounts and investment vehicles managed, advised or sub-advised by Saba or any of its affiliates (excluding any Saba RICs)

Saba RICs
means any investment companies from time to time registered under the U.S. Investment Company Act of 1940, as amended, which are managed by Saba or any of its affiliates

Shareholder
a holder of Shares from time to time

Shares
ordinary shares of 25 pence each in the capital of the Company

Singer Capital Markets
Singer Capital Markets Securities Limited, a private limited company incorporated in England and Wales with registered number 05792780 and having its registered office at One Bartholomew Lane, London EC2N 2AX

Standstill Agreement
the irrevocable undertaking and standstill agreement entered into between the Company, Saba and Aberdeen Investments dated 7 May 2026, as summarised in the Tender Offer Circular

Tender Offer
the invitation by J.P. Morgan Cazenove and Singer Capital Markets to each Eligible Shareholder or Qualifying In Specie Shareholder, as applicable (each as defined in the Tender Offer Circular) to tender Shares on the terms and subject to the conditions set out in the Tender Offer Circular

Tender Offer Circular
the circular that was sent to Shareholders on or around 2 June 2026 setting out the full details of the Proposals

UK or United Kingdom
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 UK listing rules sourcebook made by the FCA under Part VI of FSMA, as amended from time to time

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 CREST Regulations, as amended from time to time

US Exchange Act
the US Securities Exchange Act of 1934, as amended

US Shareholder
a Shareholder that is located in the United States

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 2006)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Herald Investment Trust plc (the "Company") will be held at 10-11 Charterhouse Square, London EC1M 6EE on 30 June 2026 at 2.00 p.m. (London time) for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions of the Company and resolutions 12 to 14 (inclusive) will be proposed as special resolutions of the Company:

ORDINARY RESOLUTIONS

To receive and adopt the audited financial statements of the Company for the financial year ended 31 December 2025 and the directors' report, the strategic report and the auditor's report in respect of those financial statements.
To approve the Company's remuneration policy, the full text of which appears on page 52 of the Company's annual report and audited financial statements for the financial year ended 31 December 2025.
To receive, adopt and approve the directors' remuneration report for the financial year ended 31 December 2025 (other than the Company's remuneration policy), the full text of which appears on pages 52 to 54 of the Company's annual report and audited financial statements for the financial year ended 31 December 2025.
To re-elect Andrew Joy as a director of the Company.
To re-elect Stephanie Eastment as a director of the Company.
To re-elect Priya Guha as a director of the Company.
To re-elect Christopher Metcalfe as a director of the Company.
To reappoint PricewaterhouseCoopers LLP as auditor of the Company to hold office from the conclusion of the annual general meeting until the conclusion of the next annual general meeting at which financial statements are laid before the Company.
To authorise the audit committee of the Board to determine the remuneration of the Company's auditor.
THAT, in substitution for all existing authorities but without prejudice to the exercise of any such authority prior to the passing of this resolution, the directors of the Company (the "Directors") be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the capital of the Company ("Shares") and to grant rights to subscribe for, or to convert any security into, Shares ("Rights"), up to an aggregate nominal amount of £1,196,461 (being equal to approximately 10 per cent. of the Company's issued share capital (excluding treasury shares) as at 29 May 2026) on such terms as the Directors may determine, such authority to expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make offers or enter into agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the Directors may allot Shares or grant Rights in pursuance of any such offers or agreements as if the authority conferred by this resolution had not expired.
THAT the proposed investment objective and investment policy of the Company as set out in Part 3 of the annual general meeting circular to shareholders dated 2 June 2026, of which this notice forms part, be and is hereby approved and adopted as the investment objective and investment policy of the Company with immediate effect and to the exclusion of the existing investment objective and investment policy of the Company.

SPECIAL RESOLUTIONS

THAT, in substitution for all existing powers (but without prejudice to the exercise of any such power prior to the passing of this resolution) and subject to the passing of Resolution 10 set out in the notice of the 2026 annual general meeting of the Company ("Resolution 10"), the directors of the Company (the "Directors") be and are hereby generally and unconditionally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act"), to allot, or make offers or agreements to allot, equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 10, and/or by way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

(a) shall be limited to the allotment of equity securities and the sale of treasury shares up to an aggregate nominal amount of £1,196,461 (representing approximately 10 per cent. of the issued share capital of the Company as at 29 May 2026); and

(b) shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make offers and enter into agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the passing of this resolution, the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006 (the "Act"), to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 25 pence each ("Shares") on such terms and in such manner as the directors of the Company may from time to time determine (either for cancellation or for retention as treasury shares for future re-issue, resale, transfer or cancellation) provided that:

(a) the maximum aggregate number of Shares hereby authorised to be purchased shall be 7,173,984 or, if less, the number being 14.99 per cent. of the issued ordinary share capital of the Company (excluding any Shares held in treasury) immediately prior to the passing of this resolution);

(b) the minimum price (exclusive of expenses) which may be paid for a Share purchased pursuant to this authority shall be 25 pence;

(c) the maximum price (exclusive of expenses) which may be paid for a Share purchased pursuant to this authority shall be the higher of: (i) 5 per cent. above the average mid closing price for a Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the date of purchase; and (ii) the higher of the price of the last independent trade of a Share and the highest current independent bid for such a Share on the London Stock Exchange at the time the purchase is carried out;

(d) any purchase of Shares will be made in the market for cash at prices below the prevailing net asset value per Share (as determined by the Company);

(e) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed, unless the authority is renewed, revoked or varied by the Company in general meeting prior to such time; and

(f) the Company may, prior to the expiry of the authority hereby conferred, enter into a contract to purchase Shares under such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Shares pursuant to any such contract.

THAT a general meeting (other than an annual general meeting) of the Company may be called on not less than 14 clear days' notice, provided that such authority shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution.

By Order of the Board
NSM Funds (UK) Limited
Company Secretary

Registered Office
10-11 Charterhouse Square
London
EC1M 6EE

2 June 2026

Notes:

Holders of ordinary shares of 25 pence each in the capital of the Company ("Shares") are entitled to attend, speak, and vote at the annual general meeting of the Company (the "AGM"). As at 29 May 2026 (being the latest practicable date prior to the publication of this document (the "Latest Practicable Date")) the Company's issued share capital consisted of 47,858,467 Shares (and there were no Shares held in treasury). On a poll held at a general meeting of the Company, each Share carries the right to one vote and, accordingly, the total number of voting rights in the Company as at close of business on the Latest Practicable Date was 47,858,467. Voting at the AGM will be conducted by way of a poll.
A proxy need not be a member of the Company but must attend the AGM to represent a member. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different Shares. A member may not appoint more than one proxy to exercise rights attached to any one Share. The appointment of a proxy will not prevent a member from subsequently attending, speaking and voting at the AGM in person.
A member may only appoint a proxy using the procedures set out in these notes. If a member wishes to appoint a proxy in relation to the AGM, they may do so either:
by completing and signing the PINK form of proxy for use by a holder of Shares ("Shareholder") in connection with the AGM (the "PINK Form of Proxy") accompanying this document in accordance with the instructions printed thereon (and set out in further detail in note 6 below); or
by logging on to https://uk.investorcentre.mpms.mufg.com/ and following the instructions (as set out in further detail in note 7 below); or
if that member is an institutional investor, via the Proxymity platform (as set out in further detail in note 8 below); or
in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in notes 9 to 11 below.

Shareholders can also request an additional hard copy PINK Form of Proxy (or, if required, their Investor Code) from the Company's registrar, MUFG Corporate Markets (UK) Limited (the "Registrar"), via email at [email protected] or by telephoning 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 made from 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 shareholder helpline can provide information only regarding the completion of a PINK Form of Proxy but cannot provide advice on the merits or demerits of the resolutions to be proposed at the AGM (the "Resolutions") nor give any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. The first-named holder in the Company's register of members (the "Register") is considered the most senior for this purpose.
A member may instruct their proxy to abstain from voting on any Resolution by marking the 'vote withheld' option when appointing their proxy. 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 votes 'for' or 'against' the relevant Resolution. Unless otherwise instructed on the PINK Form of Proxy or Proxymity, CREST or other electronic proxy appointment, a validly appointed proxy shall be entitled to exercise their discretion as to whether, and if so how, they vote on the Resolutions and any other business (including any amendments to the Resolutions and any procedural matters, including any resolution to adjourn) which may come before the AGM.
To be valid, the PINK Form of Proxy must be lodged, together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority), by post, by courier or (during normal business hours only) by hand so as to be received by the Registrar, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 2.00 p.m. on 26 June 2026 (or, in the event that the AGM is adjourned, 48 hours (excluding Saturdays, Sundays and any day on which banks in the City of London are not open for normal banking business (a "non-Business Day")) before the time of the adjourned AGM).
Shareholders can appoint a proxy electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the Registrar). The Investor Centre allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more.

The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.

Download on the App Store

GET IT ON Google Play

Shareholders who have not previously registered with the Registrar's Investor Centre will require their Investor Code to appoint a proxy in that manner. Shareholders can find their Investor Code on their Share certificate or the personalised PINK Form of Proxy that accompanies this document. To be valid, a proxy appointment via the Registrar's Investor Centre must be transmitted so as to be received by the Registrar by no later than 2.00 p.m. on 26 June 2026 (or, in the event that the AGM is adjourned, 48 hours (excluding non-Business Days) before the time of the adjourned AGM).

If a member is an institutional investor, they 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. To be valid, a proxy appointment made via the Proxymity platform must be transmitted so as to be received by the Registrar by no later than 2.00 p.m. on 26 June 2026 (or, in the event that the AGM is adjourned, by no later than 48 hours (excluding non-Business Days) before the time of the adjourned AGM). Before a member can appoint a proxy via this process, they will need to have agreed to Proxymity's associated terms and conditions. It is important that members seeking to use the Proxymity platform read these carefully as such members will be bound by them and these terms will govern the electronic appointment of a proxy appointment made through the Proxymity platform. An electronic proxy appointment via the Proxymity platform may be revoked completely (subject to the deadline noted above) by sending an authenticated message via the platform instructing the removal of the proxy appointment.
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 (available at 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.
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 & 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) by no later than 48 hours (excluding non-Business Days) before the time of the AGM or any adjournment thereof. 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.
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.

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.
In accordance with Regulation 41 of the Uncertificated Securities Regulations and section 311 of the Companies Act 2006 (the "Act"), the Company specifies that to be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes that may be cast on a poll), Shareholders must first have their name entered in the Register by no later than 2.00 p.m. on 26 June 2026 (or, in the event that the AGM is adjourned, 6.00 p.m. on the day that is two days (excluding non-Business Days) prior to the commencement of the adjourned AGM). 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.
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Act, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same Shares.
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 communications from the Company in accordance with section 146 of the Act ("Nominated Persons"). Nominated Persons may have a right under an agreement with the registered member who holds the 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. Any statement of the rights of members in relation to the appointment of proxies in these notes does not apply to Nominated Persons as these rights can only be exercised by members of the Company.
Any person holding 3 per cent. or more of the total voting rights in the Company who appoints a person other than the chairperson of the AGM as their proxy will need to ensure that both they and their proxy comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.
Under section 319A of the Act, the Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member attending the AGM unless: (i) answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
A copy of this notice, and other information required by section 311A of the Act, is available from the Company's section of the Manager's website at www.heralduk.com.
No electronic address (within the meaning of section 333(4) of the Act) provided in this notice (or in any related documents including the PINK Form of Proxy) may be used to communicate with the Company for any purposes other than those expressly stated.
The members of the Company may require the Company (without payment) to publish, on the website, a statement (which is to be passed to the auditor) setting out any matter relating to the audit of the Company's accounts, including the auditor's report and the conduct of the audit. The Company will be required to do so if it receives such requests from either members representing at least 5 per cent. of the total voting rights of the Company or at least 100 members who have a relevant right to vote and hold Shares in the Company on which there has been paid up an average sum per member of at least £100. Such requests must be made in writing, must state the full name and address of each relevant member and must be sent so as to be received by the Company at least one week before the AGM.

AI assistant

Herald Investment Trust PLC Proxy Solicitation & Information Statement 2026

5160_agm-r_2026-06-02_6620d62e-adfc-44ab-bace-552c692c8a8a.pdf

HERALD INVESTMENT TRUST PLC

Notice of Annual General Meeting

NOTICE TO US SHAREHOLDERS

CONTENTS

Notes

2. AGM

2.1. Details of AGM

2.2. Business of the AGM

3. ACTION TO BE TAKEN

PART 2 – THE AGM RESOLUTIONS

Resolution 1 – adoption of the 2025 Annual Report

Resolutions 2 and 3 – approval of the Company's remuneration policy and the Directors' remuneration report

Resolutions 4 to 7 – re-election of Directors

Resolutions 8 and 9 – appointment of the auditor and determination of the auditor’s remuneration

Resolution 10 – authority to allot Shares on a pre-emptive basis

Resolution 11 – approval of investment objective and policy

Resolution 12 – authority to allot Shares on a non-pre-emptive basis

Resolution 13 – authority to make market purchases of Shares

PART 3 – PROPOSED CHANGES TO THE INVESTMENT POLICY

PART 4 – DEFINITIONS

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Notes:

AI assistant

Herald Investment Trust PLC — Proxy Solicitation & Information Statement 2026

5160_agm-r_2026-06-02_6620d62e-adfc-44ab-bace-552c692c8a8a.pdf

HERALD INVESTMENT TRUST PLC

Notice of Annual General Meeting

NOTICE TO US SHAREHOLDERS

CONTENTS

Notes

2. AGM

2.1. Details of AGM

2.2. Business of the AGM

3. ACTION TO BE TAKEN

PART 2 – THE AGM RESOLUTIONS

Resolution 1 – adoption of the 2025 Annual Report

Resolutions 2 and 3 – approval of the Company's remuneration policy and the Directors' remuneration report

Resolutions 4 to 7 – re-election of Directors

Resolutions 8 and 9 – appointment of the auditor and determination of the auditor’s remuneration

Resolution 10 – authority to allot Shares on a pre-emptive basis

Resolution 11 – approval of investment objective and policy

Resolution 12 – authority to allot Shares on a non-pre-emptive basis

Resolution 13 – authority to make market purchases of Shares

PART 3 – PROPOSED CHANGES TO THE INVESTMENT POLICY

PART 4 – DEFINITIONS

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Notes:

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Herald Investment Trust PLC Proxy Solicitation & Information Statement 2026