Manchester & London Investment Trust plc

AGM Information • Nov 22, 2018

IMPORTANT INFORMATION:

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser, without delay.

If you have sold or transferred all of your Ordinary Shares in the capital of the Company and, as a result, no longer hold any Ordinary 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 person through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares in the Company, you should retain the documents and consult the person through whom the sale was effected.

A Shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting, provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by that Shareholder. A proxy need not be a member of the Company. To be valid, any form of proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's registrar, at the address shown on the form of proxy, or in the case of shares held through CREST, via the CREST system, or if submitting the proxy vote electronically, via the Registrar's website, by no later than 11.45 am on Sunday, 13 January 2019.

MANCHESTER AND LONDON INVESTMENT TRUST PLC (the "Company")

(registered in England and Wales under number 01009550)

Notice of the forty-sixth Annual General Meeting of the Company to be held at 11.45 am on Tuesday, 15 January 2019 at the Members Room, Chartered Accountants' Hall, One Moorgate Place, London EC2R 6EA

LETTER FROM THE CHAIRMAN

Dear Shareholder,

NOTICE OF THE ANNUAL GENERAL MEETING

I am pleased to advise that the forty-sixth Annual General Meeting ("AGM") of the Company will be held at the Members Room, Chartered Accountants' Hall, One Moorgate Place, London EC2R 6EA on Tuesday, 15 January 2019 at 11.45 am. The formal Notice of the AGM, which follows this letter, sets out the business to be considered at the meeting.

BUSINESS OF THE MEETING

Shareholders are being asked to vote on various items of business, being: the receipt and acceptance of the Annual Report and the Financial Statements for the year ended 31 July 2018; the approval of the Directors' Remuneration Report; the approval of the final ordinary dividend; the election/re-election of Directors; the re-appointment of Deloitte LLP as Auditor; the authorisation of the Directors to determine the remuneration of the Auditor; the authorisation of the Directors to allot Ordinary Shares and disapply statutory pre-emption rights for certain issues of Ordinary Shares; the authorisation of the Company to make market purchases of Ordinary Shares; the authorisation for the sale of Treasury Shares at a discount to NAV and; the holding of general meetings (other than AGMs) on not less than 14 clear days' notice.

Resolutions 1 to 9 will be proposed as ordinary resolutions and resolutions 10 to 13 will be proposed as special resolutions.

ORDINARY BUSINESS

RESOLUTION 1 – ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2018

The Directors are required to present to the meeting the Company's Strategic Report, Directors' Report, Auditor's Report and the audited financial statements for the financial year ended 31 July 2018 (the "Annual Report and Financial Statements"). These are contained in the Annual Report of the Company for such period.

RESOLUTION 2 – DIRECTORS' REMUNERATION REPORT

The Directors' Remuneration Report for the year ended 31 July 2018 is set out on pages 42 to 46 of the Annual Report and Financial Statements. In accordance with Companies Act 2006 (the "Act"), this vote to approve the Remuneration Report is advisory only and the Directors' entitlement to receive remuneration is not conditional on it. The resolution and vote are a means of providing Shareholder feedback to the Board.

RESOLUTION 3 – FINAL DIVIDEND

The final ordinary dividend for the year ended 31 July 2018, as recommended by the Directors, is 8.0 pence per Share. If approved by Shareholders at the forthcoming AGM, this final dividend will be paid on 15 February 2019 to Shareholders on the register at the close of business on 25 January 2019. The exdividend date will be 24 January 2019.

RESOLUTIONS 4, 5 AND 6 – ELECTION/RE-ELECTION OF DIRECTORS

As detailed in the Corporate Governance Statement in the Annual Report, the Board has agreed a policy whereby all Directors will seek annual re-election at the Company's AGMs.

The re-election of David Harris is proposed in accordance with the UK Corporate Governance Code (the "UK Code"), which requires the annual re-election of non-executive directors who have served on the board for nine years or more. Mr Harris has no previous relationship with the Company other than his position as an independent non-executive Director, nor with the controlling Shareholder of the Company or any associate of a controlling Shareholder of the Company within the meaning of Listing Rule 13.8.17 R. In addition to being satisfied that Mr Harris is independent of the controlling Shareholder, the other Directors have also determined that he satisfies all the other independence criteria in the UK Code, save that he has served on the Board for more than nine years. The other Directors consider that Mr Harris' long association with the Company over the years does not compromise his independence, and his judgement and experience continue to be of great benefit to the Board and the Company.

Brett Miller is a director of M&L Property and Assets plc and M&L Capital Management Global Fund ICAV; he is registered with the Financial Conduct Authority as an employee of M&L Capital Management Limited, the Company's Manager. He is head of governance and risk oversight and also sits on the risk management committee at M&L Capital Management Limited. Mr Miller is therefore not deemed to be independent of the Manager. Due to his non-independent status and in accordance with the Listing Rules, Mr Miller stands for re-election on an annual basis.

Daniel Wright was appointed as a Director of the Company on 29 October 2018. In accordance with the Company's Articles of Association and the UK Code, Directors are subject to election by Shareholders at the first annual general meeting after their appointment. Therefore, Mr Wright will stand for election at the forthcoming AGM. Mr Wright has no previous relationship with the Company other than his position as an independent non-executive Director, nor with the controlling Shareholder of the Company or any associate of a controlling Shareholder of the Company within the meaning of Listing Rule 13.8.17 R. The Directors unanimously recommend his election to the Board.

As mentioned in the Annual Report, Peter Stanley will be retiring from the Board at the conclusion of the AGM and is therefore, not seeking re-election.

M&M Investment Company plc, which is controlled by Mark Sheppard who forms part of the investment management team at M&L Capital Management Limited, is the controlling Shareholder of the Company (further details can be found on page 26 of the Annual Report). The Listing Rules require independent non-executive directors of premium listed companies that have a controlling shareholder to be re-elected by a majority of the votes cast by the independent Shareholders of the Company, as well as by a majority of the votes cast by all the Shareholders. In the case of the Company, 'independent Shareholders' mean all the Shareholders of the Company other than M&M Investment Company plc.

Accordingly, the resolutions for the re-election of Mr Harris and election of Mr Wright (Resolutions 4 and 6) will be taken on a poll and the votes cast by the independent Shareholders and by all the Shareholders will be calculated separately. Such a resolution will be passed only if a majority of the votes cast by the independent Shareholders are in favour, in addition to a majority of the votes cast by all the Shareholders being in favour. If the resolution to approve the re-election of Mr Harris or the election of Mr Wright is passed, but separate approval by the independent Shareholders is not given, the Listing Rules permit that Director to remain in office pending a further resolution to be approved by all Shareholders, at a meeting which must be held more than 90 days, but within 120 days, of the first votes.

Following completion of the Board's evaluation process, the Directors are of the opinion that Mr Harris and Mr Miller continue to provide effective contributions to the performance of the Board and are committed to their roles. They are therefore recommended for re-election. Directors' biographical details can be found in the Annual Report on page 23.

RESOLUTIONS 7 AND 8 – RE-APPOINTMENT OF AUDITOR AND TO AUTHORISE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE COMPANY'S AUDITOR

Auditors must be appointed at each general meeting at which the Annual Report and Financial Statements are presented to Shareholders. An assessment of the independence and objectivity of Deloitte LLP has been undertaken by the Audit Committee; it has recommended to the Board that a resolution for the re-appointment of Deloitte LLP as the Company's Auditor be put to Shareholders at the forthcoming AGM. Further details about the performance of the Auditor can be found on page 41 of the Annual Report. Resolution 8, if passed, would authorise the Directors to determine the level of Auditor's remuneration.

RESOLUTION 9 – AUTHORITY TO ALLOT SHARES

Resolution 9, an ordinary resolution, as set out in the notice of meeting, if passed, will renew the Directors' authority to issue up to an aggregate nominal value of £2,095,418, representing 8,381,672 Ordinary Shares (being approximately one-third of the issued share capital (excluding Treasury Shares) as at 22 November 2018), in accordance with statutory pre-emption rights. The authority, if given, will lapse at the conclusion of the next AGM of the Company after the passing of this resolution (which must be held no later than 31 January 2020). The authority will be used where Directors consider it to be in the best interests of Shareholders. The Directors will only issue new Ordinary Shares at a price at or above the prevailing net asset value per Ordinary Share.

As at 22 November 2018, no Shares were held in Treasury.

RESOLUTION 10 – WAIVER OF PRE-EMPTION RIGHTS

Resolution 10, a special resolution, if passed, will renew the Directors' authority to disapply the statutory pre-emption rights of existing Shareholders in relation to the issue of Ordinary Shares for cash or the sale of Ordinary Shares out of Treasury up to an aggregate nominal amount of £628,625 (being approximately 10% of the issued share capital (excluding Treasury Shares) as at 22 November 2018). This authority, if given, will expire at the next AGM, when a resolution for its renewal will be proposed. The authority will be used where Directors consider it to be in the best interests of Shareholders. Any Ordinary Shares issued on a non-pre-emptive basis under this authority will be issued at a price at or above the prevailing NAV per Ordinary Share. The passing of Resolution 10 is subject to the passing of Resolution 9.

RESOLUTION 11 – AUTHORITY TO ALLOT OR SELL TREASURY SHARES AT A DISCOUNT TO NAV

Subject to the passing of Resolution 10, Resolution 11 will renew the Company's authority to sell Shares from Treasury at a discount to NAV. Treasury Shares may only be sold at a discount to NAV per Share if that discount does not exceed the weighted average discount to NAV per Share at which the Shares were purchased and provided that any Shares sold from Treasury for cash are sold at higher prices (including expenses) than the weighted average price at which those Shares were bought into Treasury.

RESOLUTION 12 – AUTHORITY TO MAKE MARKET PURCHASES OF THE COMPANY'S OWN SHARES

At the AGM held on 27 November 2017, the Company was granted authority to purchase up to 14.99% of the Company's Ordinary Shares in issue (excluding Treasury Shares) amounting to 3,322,201 Ordinary Shares. As at 22 November 2018, no Shares have been bought back under this authority.

Resolution 12, which will be proposed as a special resolution, seeks to renew the authority granted at last year's AGM and gives the Company authority to buy back its own Shares in the market. The authority limits the number of Ordinary Shares that could be purchased to a maximum of 3,769,238 (representing 14.99% of the issued ordinary share capital of the Company as at the close of business on 22 November 2018). The authority sets out the minimum and maximum prices. This authority will expire at the conclusion of the next AGM of the Company.

Whilst the Directors have no present intention of using this authority, the Directors would use this authority in order to address any imbalance between the supply and demand for the Ordinary Shares and to manage the discount to NAV at which the Ordinary Shares trade.

Any purchases of Shares would be by means of market purchases through the London Stock Exchange. Any Shares purchased pursuant to this authority may either be held as Treasury Shares or cancelled by the Company, as determined by the Directors at the time of purchase. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company.

RESOLUTION 13 – NOTICE OF GENERAL MEETINGS

Under the Act, the notice period required for all general meetings of a company is 21 days. AGMs will always be held on at least 21 clear days' notice but shareholders can approve a shorter notice period for other general meetings, provided this is not less than 14 clear days. Such a notice period provides flexibility and, if approved, will remain effective until the next AGM of the Company, when it is intended that a similar resolution will be proposed. The Directors will only call general meetings on 14 clear days' notice where they consider it in the best interests of Shareholders to do so and the relevant matter requires to be dealt with expediently.

RECOMMENDATION

The Board considers all the resolutions to be proposed at the AGM to be in the best interests of Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the resolutions, as they intend to do in respect of their own shareholdings.

ACTION TO BE TAKEN

If you would like to vote on the resolutions but are unable to attend the AGM, you may appoint a proxy by completing and returning the enclosed proxy form. Alternatively, if you hold your shares in CREST, you can appoint a proxy via the CREST system or, a proxy may also be submitted electronically via the Registrar's website. To be effective, your proxy form must be lodged with the Registrar at the address shown on the proxy form by 11.45 am on Sunday, 13 January 2019. If you hold your Shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Yours faithfully,

Peter Stanley Chairman 22 November 2018

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Manchester and London Investment Trust plc (the "Company") will be held at the Members Room, Chartered Accountants' Hall, One Moorgate Place, London EC2R 6EA on Tuesday, 15 January 2019 at 11.45am.

Resolutions 1 to 9 (inclusive) will be proposed as ordinary resolutions, which means that for each of these to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolutions 10 to 13 will be proposed as special resolutions, meaning that for each of these to be passed, at least 75% of the votes cast must be in favour.

BUSINESS OF THE MEETING

Ordinary Business

• 1. To receive and accept the Company's Annual Report and Financial Statements for the year ended 31 July 2018.
• 1. To receive and approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 July 2018.
• 1. To declare a final ordinary dividend of 8.0 pence per Ordinary Share for the year ended 31 July 2018.
• 1. To re-elect David Harris as a Director.
• 1. To re-elect Brett Miller as a Director.
• 1. To elect Daniel Wright as a Director.
• 1. To re-appoint Deloitte LLP as Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which the Annual Report and Financial Statements are laid.
• 1. To authorise the Directors to determine the Auditor's remuneration.
• 1. THAT, the Directors of the Company be and are hereby generally and unconditionally authorised, in addition to any existing authorities, pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot Ordinary Shares of 25 pence each in the capital of the Company ("Ordinary Shares"), up to an aggregate nominal amount of £2,095,418 (representing approximately one-third of the issued Share capital (excluding Treasury Shares) as at 22 November 2018, such authority to expire at the next AGM of the Company after the passing of this resolution (unless previously revoked or varied by the Company in a general meeting), save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
• 1. THAT, subject to the passing of Resolution 9 above, in addition to any existing authorities, the Directors be and are hereby empowered, pursuant to Sections 570 to 573 of the Companies Act 2006 (the "Act") to allot Ordinary Shares for cash and to sell Ordinary Shares from Treasury for cash pursuant to the authority referred to in Resolution 9 above as if Section 561 of the Act did not apply to any such allotment or sale provided that this authority: (i) shall be limited to the allotment of Ordinary Shares and the sale of Ordinary Shares from Treasury for cash up to an aggregate nominal amount of £628,625 (representing 10% of the issued Share capital (excluding Treasury Shares) of the Company as at 22 November 2018); and (ii) shall expire at the conclusion of the next AGM of the Company after the passing of this resolution (unless previously revoked or varied by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted or sold from Treasury after the expiry of such power, and the Directors may allot Ordinary Shares or sell Ordinary Shares from Treasury in pursuance of such an offer or agreement as if such power had not expired.
• 1. THAT, subject to the passing of Resolution 10, to generally and unconditionally authorise and empower the Directors in compliance with the Listing Rules to sell, transfer and allot Shares held by the Company in Treasury (whether or not those Shares are held in Treasury at the date this Resolution is passed or repurchased pursuant to the authority sought under Resolution 12 below) for cash and that such Shares may be allotted or sold or transferred for a price which represents a discount to the most recently published NAV per Share as at the date of such allotment or sale provided that such discount does not exceed the weighted average discount to NAV per Share at which the Shares were purchased and provided that any Shares sold from Treasury for cash are sold at higher prices (including expenses) than the weighted average price at which those Shares were bought into Treasury. The authority hereby granted shall require renewal from Shareholders and expire at the conclusion of the next AGM of the Company after the passing of this Resolution, save that the Company may before such expiry enter into offers or agreements which would or might require Shares held in Treasury to be sold or allotted after such expiry and the Company may sell or allot Shares pursuant to any such offer or agreement as if the authority hereby granted had not expired.
• 1. THAT, in substitution of all existing authorities, to unconditionally and generally authorise the Company, pursuant to section 701 of the Companies Act 2006 (the "Act"), to make one or more market purchases (within the meaning of section 693 of the Act) of any of its own Ordinary Shares of 25p provided that:
• a. the maximum number of Ordinary Shares hereby authorised to be so purchased shall be 3,769,238 (or, if less, 14.99% of the number of Ordinary Shares in issue (excluding Treasury Shares) immediately following the passing of this Resolution);
• b. the minimum price, exclusive of expenses, which may be paid for such Shares shall be 25p each;
• c. the maximum price, exclusive of expenses, which may be paid for a Share contracted to be purchased on any day shall be an amount not more than the higher of (i) 105% of the average of the closing price of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(6) of the Market Abuse Regulation;
• d. the authority hereby conferred shall expire at the conclusion of the next AGM of the Company, unless previously renewed, varied or revoked by the Company in a general meeting; and
• e. the Company may make a contract or contracts to purchase its own shares under the authority hereby conferred prior to the expiry of such authority which will or might be executed wholly or partly after the expiration of such authority and may make a purchase of its own Shares in pursuance of any such contract(s).
• 1. THAT, a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.

By order of the Board

Link Company Matters Limited Company Secretary 22 November 2018

Registered Office: 12a Princes Gate Mews London SW7 2PS

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING

1. Holders of Ordinary Shares are entitled to attend, speak and vote at the AGM. A member entitled to attend, speak and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed, they must not be appointed in respect of the same Shares. To be effective, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company's Registrar at the address printed on the form of proxy not later than 11.45 am on Sunday, 13 January 2019. As an alternative to completing a paper copy of the proxy form, Shareholders may submit their proxy vote electronically via the Registrar's website by visiting www.signalshares.com. From there, Shareholders can log in to their Signal Shares account or register for Signal Shares by following the on-screen instructions. You will need to enter your Investor Code, which can be found on your share certificate or dividend confirmation statement. For an electronic proxy to be valid, the appointment must be received by the Company's Registrar by the above deadline.

The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every Ordinary Share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Company in writing. Amended instructions must be received by the Company's Registrar by the deadline for receipt of proxies.

To appoint more than one proxy, Shareholders will need to complete a separate proxy form in relation to each appointment (you may photocopy the proxy form), stating clearly on each proxy form the number of Shares in relation to which the proxy is appointed. A failure to specify the number of Shares to which each proxy appointment relates or specifying an aggregate number of Shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope if possible.

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. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holders (the first named being the most senior).

• 1. Only those Shareholders registered on the register of members of the Company as at close of business on Sunday, 13 January 2019 (the "specified time") shall be entitled to attend or vote at the aforesaid AGM in respect of the number of Shares registered in their name at that time. Changes to entries on the relevant register of securities after the specified time shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If, however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company's register of members at the time which is 48 hours before the time fixed for the adjourned meeting, or if the Company gives notice of the adjourned meeting, at the time specified in that notice.
• 1. 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 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 the exercise of voting rights.

The statements of the rights of members in relation to the appointment of proxies in Note 1 above do not apply to a nominated person. The rights described in that Note can only be exercised by registered members of the Company.

• 1. The quorum required for the AGM is two members present in person or by proxy and entitled to vote thereat.
• 1. Shareholders who hold their shares electronically may submit their votes through CREST. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com/CREST. Shareholders are advised that CREST and the internet are the only methods by which completed proxies can be submitted electronically.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment thereof by following the procedures described in the CREST manual. 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 by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual (available via www.euroclear.com/CREST). The message, in order to be valid, must be transmitted so as to be received by the Company's agent (ID RA10) by the latest time for receipt of proxy appointments specified in Note 1 above. 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 Applications Host) from which the Company's agent 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 & Ireland Limited does not make available special procedures in CREST for any particular messages. 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 his 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 service 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 2001.

• 1. Shareholders (and any proxies or representatives they appoint) agree, by attending the meeting, that they are expressly requesting and that they are willing to receive any communications (including communications relating to the Company's securities) made at the meeting.
• 1. Members should note that it is possible that, pursuant to requests made by members of the Company meeting the threshold requirements in Section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstance connected with the Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's Auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Act to publish on a website.
• 1. As at 22 November 2018 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consisted of 25,145,019 Ordinary Shares of 25 pence each, carrying one vote each. No Shares were held by the Company in Treasury. Therefore, the total voting rights in the Company as at 22 November 2018 are 25,145,019 votes.
• 1. Any corporation which is a member may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same Shares. To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment. Corporate Shareholders may also appoint one or more proxies in accordance with Note 1.
• 1. Any question relevant to the business of the AGM may be asked at the meeting by anyone permitted to speak at the meeting. Alternatively, you may submit your question in advance by letter addressed to the Secretary at the registered office of the Company. The Company must answer any question asked by a member relating to the business being dealt with at the meeting unless:
• answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. Members satisfying the thresholds in Section 338 of the Act may require the Company to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM.
• 1. Members satisfying the thresholds in Section 338A of the Act may request the Company to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the AGM. A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person, or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the AGM.
• 1. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his/her proxy is to ensure that both he/she and his/ her proxy comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.
• 1. Copies of the letters of appointment of the Directors of the Company will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice until the conclusion of the AGM and on the date of the AGM at the Members Room, Chartered Accountants' Hall, One Moorgate Place, London EC2R 6EA from 11.30 am until the conclusion of the meeting.
• 1. This notice, the information required by section 311A of the Act and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice, will be available on the Company's website at www.mlcapman.com/manchester-london-investment-trust-plc.
• 1. Members may not use any electronic address provided either in the notice of meeting or any related documents (including the form of proxy) to communicate with the Company for any purpose other than those expressly stated.