MID WYND INTL INV TST PLC — Proxy Solicitation & Information Statement 2015

Feb 17, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares in Mid Wynd International Investment Trust PLC, please forward this document, together with the accompanying form of proxy, immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

MID WYND INTERNATIONAL INVESTMENT TRUST PLC

(Incorporated in Scotland with registered number SC042651) (An investment company within the meaning of section 833 of the Companies Act 2006)

Notice of General Meeting

to update the Directors' authority to sell shares from treasury on a non pre-emptive basis

Notice of a general meeting of Mid Wynd International Investment Trust PLC to be held at 12 noon on 23 March 2015 at the offices of Artemis Fund Managers Limited, 42 Melville Street, Edinburgh EH3 7HA is set out at the end of this document.

To be valid, the form of proxy accompanying this document must be completed and returned, in accordance with the instructions printed on it, so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or lodged at www.eproxyappointment.com as soon as possible, but in any event not later than 12 noon on 19 March 2015.

CONTENTS

	Page
EXPECTED TIMETABLE	2
LETTER FROM THE CHAIRMAN	3
Introduction	3
Background and reasons for updating the Directors' authority to sell treasury shares	3
General Meeting	4
Action to be taken	4
Recommendation	4
NOTICE OF GENERAL MEETING	5

EXPECTED TIMETABLE

	2015
Latest time and date for receipt of forms of proxy from Shareholders	12 noon on 19 March 2015
General Meeting	12 noon on 23 March 2015

MID WYND INTERNATIONAL INVESTMENT TRUST PLC

(Incorporated in Scotland with registered number SC042651) (An investment company within the meaning of section 833 of the Companies Act 2006)

Richard R J Burns (Chairman) 42 Melville Street Harry J Morgan Edinburgh Russell A R Napier EH3 7HA Alan G Scott Malcolm C N Scott, QC

Directors: Registered Office:

16 February 2015

Dear Shareholder

GENERAL MEETING TO UPDATE THE DIRECTORS' AUTHORITY TO SELL SHARES FROM TREASURY ON A NON PRE-EMPTIVE BASIS

Introduction

At the Company's most recent annual general meeting, held on 27 October 2014, Shareholders granted the Directors of the Company authority to issue, or sell from treasury, ordinary shares in the capital of the Company (the "Shares") up to an aggregate nominal value of £109,830, being approximately 10 per cent. of the Shares in issue at the time of the passing of the resolution, during the period from the date of the annual general meeting until the Company's next annual general meeting which is expected to be held in November 2015. The Directors are now seeking the Shareholders' approval to update this authority in advance of the next annual general meeting.

The purpose of this document is, therefore, to explain why this authority is being requested and to convene a general meeting (the "General Meeting") at which Shareholder authority will be sought.

Background and reasons for requiring an update of the Directors' authority to sell treasury shares

Following the appointment of Artemis Fund Managers Limited ("Artemis") as investment manager on 1 May 2014, a number of presentations, to both existing and potential investors, were undertaken with the aim of explaining how Artemis will manage the Company's portfolio and how this will differentiate it from other investment trusts with a global investment mandate. These were well received and generated buying demand for the Company's shares, which exceeded the supply of shares that could be readily obtained from the market. This enabled the Company to sell 1,822,609 Shares from treasury on 3 December 2014, raising £5.6 million of new money for the Company.

These Shares were issued under the authority described above, leaving the Company with the capacity to issue, or sell from treasury, up to a further 373,991 Shares. The Board and Artemis are both optimistic that demand for the Company's Shares will continue and that additional opportunities to grow the net assets of the Company by selling further shares from treasury will materialise during 2015. The proposed authority to sell Shares from treasury will enable the Directors to respond to future demand which cannot currently be satisfied by the market.

Whilst demand for the Company's Shares cannot be guaranteed, the Board, and Artemis, remain committed to growing the net assets of the Company. Having the proposed capacity to sell Shares from treasury provides flexibility in pursuance of this aim.

The sale of Shares from treasury has the benefit of enlarging the capital base over which expenses are charged and therefore the Company's operating costs, as a percentage of net assets, may reduce.

If authority to sell further Shares from treasury is granted by Shareholders, the Directors will only use that authority to sell Shares: (i) for cash and at a premium to the then prevailing net asset value per share; (ii) to meet demand from investors; and (iii) when the Directors believe that it is in the best interests of the Company to do so.

General Meeting

The notice convening the General Meeting is set out on pages 5 to 6 of this document. The General Meeting will be held at 12 noon on 23 March 2015 at the offices of Artemis Fund Managers Limited, 42 Melville Street, Edinburgh EH3 7HA.

At the General Meeting, the resolution will be proposed as a special resolution (the "Resolution") and, if passed, will enable the Company to sell Shares in treasury on a non pre-emptive basis up to an aggregate nominal value of £118,843, being approximately 10 per cent. of the issued share capital of the Company (excluding the current balance of shares held in treasury) as at the date of the notice of General Meeting.

Action to be taken

Shareholders will find enclosed with this document a form of proxy for use in connection with the General Meeting. Whether or not Shareholders propose to attend the General Meeting, they are requested to complete, sign and return the form of proxy (or the form of direction, as the case may be) as soon as possible, in accordance with the instructions printed on it.

To be valid, the form of proxy accompanying this document must be completed and returned, in accordance with the instructions printed on it, so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or lodged at www.eproxyappointment.com as soon as possible, but in any event not later than 12 noon on 19 March 2015. The completion and return of the form of proxy will not prevent a Shareholder from attending and voting in person at the General Meeting.

Recommendation

The Directors consider that the passing of the Resolution is in the best interests of the Company and its Shareholders as a whole for the reasons given. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution. The Directors intend to vote in favour of the Resolution in respect of their own beneficial holdings of Shares (amounting to 1,955,515 Shares, representing approximately 8 per cent. of the Company's issued ordinary share capital as at 16 February 2015).

Yours faithfully

Richard R J Burns Chairman

MID WYND INTERNATIONAL INVESTMENT TRUST PLC

(Incorporated in Scotland with registered number SC042651) (An investment company within the meaning of section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Mid Wynd International Investment Trust plc (the "Company") will be held at the offices of Artemis Fund Managers Limited, 42 Melville Street, Edinburgh EH3 7HA at 12 noon on 23 March 2015 for the purpose of considering and, if thought fit, passing the following special resolution:

SPECIAL RESOLUTION

That, in addition to any subsisting authorities, the directors of the Company (the "Directors") be and are hereby empowered, pursuant to section 573 of the Companies Act 2006 (the "Act"), to sell ordinary shares held by the Company as treasury shares (as defined in section 724 of the Act) for cash and at a premium to the then prevailing net asset value per share as if section 561(1) of the Act did not apply to the sale of such treasury shares held by the Company, provided that this power shall:

• (i) be limited to the sale of treasury shares for cash up to an aggregate nominal amount of £118,843, representing approximately 10 per cent. of the Company's issued ordinary share capital as at 16 February 2015; and
• (ii) expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution, save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require further treasury shares held by the Company to be sold after such expiry and the Directors may sell such treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

By order of the Board Registered Office Artemis Fund Managers Limited 42 Melville Street Company Secretary Edinburgh

EH3 7HA

16 February 2015

Notes:

• 1. As a member you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the General Meeting. A proxy need not be a member of the Company but must attend the General Meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Shares. You can only appoint a proxy using the procedure set out in these notes and the notes to the proxy form. You may not use any electronic address provided either in this notice or any related documents (including the circular and proxy form) to communicate with the Company for any purpose other than those expressly stated.
• 1. To be valid any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand at the Registrars of the Company at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or www.eproxyappointment.com no later than 48 hours (excluding non-working days) before the time of the meeting or any adjourned meeting.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and/or by logging on to the website www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland 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 3RA50) no later than 48 hours (excluding non-working days) before the time of the General Meeting or any adjournment. 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 Company's registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland 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 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. The return of a completed proxy form or other instrument of proxy will not prevent you attending the General Meeting and voting in person if you wish.
• 1. Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s).
• 1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 and section 311 of the Companies Act 2006 the Company specifies that to be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company no later than 48 hours (excluding non-working days) prior to the commencement of the General Meeting or any adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholders as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 and 2 above does not apply to Nominated Persons. The rights described in those Notes can only be exercised by shareholders of the Company.
• 1. Members have the right to ask questions at the meeting in accordance with section 319A of the Companies Act 2006.
• 1. Information regarding the meeting, including information required by section 311A of the Companies Act 2006, is available from the website www.midwynd.co.uk.
• 1. As at 16 February 2015 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consisted of 26,863,830 ordinary shares of 5p each, carrying one vote each. Of this total, 3,095,200 ordinary shares are held in treasury, therefore, the total voting rights in the Company as at 16 February 2015 were 23,768,630 votes.
• 1. Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his proxy will need to ensure that both he and his proxy complies with their respective disclosure obligations under the UK Disclosure and Transparency Rules.
• 1. No Director has a contract of service with the Company.