MITON UK MICROCAP TRUST PLC — AGM Information 2019

Jul 1, 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this document or as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom or by whom the sale or transfer was made, for delivery to the purchaser or transferee.

Miton UK MicroCap Trust plc

(Incorporated in England and Wales with company number 9511015 and registered as an investment company under section 833 of the Companies Act 2006)

Notice of General Meeting Cancellation of Share Premium Account

Notice of a general meeting of the Company to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 23 July 2019 at 9.00 a.m. is set out at the end of this document. The Proposal described in this document is conditional, inter alia, upon Shareholder approval.

Whether or not you propose to attend the General Meeting, if you would like to vote on the Resolution you may vote:

• by logging on to www.signalshares.com and following the instructions;
• by requesting a hard copy form of proxy directly from the Company's registrar, Link Asset Services; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service.

In order for a proxy appointment to be valid, you must ensure that you have recorded proxy details using one of the methods set out above by 9.00 a.m. on 19 July 2019.

TABLE OF CONTENTS

EXPECTED TIMETABLE													1
LETTER FROM THE CHAIRMAN 2
DEFINITIONS 5
NOTICE OF GENERAL MEETING													6

EXPECTED TIMETABLE

	2019
Posting of this Circular and the notice of General Meeting	1 July
Announcement of Redemption Price	1 July
Latest time and date for receipt of proxy appointments for use at the General Meeting	9.00 a.m. on 19 July
General Meeting	9.00 a.m. on 23 July
Announcement of the results of the General Meeting through an RIS	23 July
Directions hearing	31 July
Confirmation hearing	13 August
Cancellation of share premium account effective	As soon as is practicable after 13 August
Redemption and cancellation of Ordinary Shares the subject of valid Redemption Requests amended to*	On or around 15 August
Payment in respect of redemption and cancellation of Ordinary Shares the subject of valid Redemption Requests dispatched date amended to*	On or around 15 August

* The dates for the redemption and cancellation of Ordinary Shares and for the payment in respect of redemption and cancellation of Ordinary Shares have been amended from the half-year report announced on 14 December 2018.

The above times and/or dates may be subject to further change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through an RIS.

All references to times in this document are to London times.

Miton UK MicroCap Trust plc

(Incorporated in England and Wales with company number 9511015 and registered as an investment company under section 833 of the Companies Act 2006)

Andy Pomfret (Non-executive Chairman) Beaufort House Peter Dicks (Non-executive Director) 51 New North Road Jan Etherden (Non-executive Director) Exeter Ashe Windham (Non-executive Director) EX4 4EP

Directors: Registered Office:

1 July 2019

To Shareholders

Dear Madam or Sir

1. Introduction

The Company was launched as a closed-ended investment company in April 2015. It is registered as an investment company under section 833 of the Companies Act and conducts its affairs so as to enable it to continue to qualify as an investment trust.

Further to the announcement made on 26 June 2019, the Board is seeking your approval to cancel the Company's share premium account in order to create distributable reserves (the "Proposal"). Accordingly, the Directors are convening a General Meeting to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 9.00 a.m. on 23 July 2019. The formal notice convening the General Meeting is set out at the end of this document.

The purpose of this document is to provide you with details, and to explain the benefits, of the Proposal and to set out the reasons why the Directors are recommending that you vote in favour of the Resolution at the General Meeting.

2. Background to, and reasons for, the Proposal

Under the Company's Articles, the Company operates an annual voluntary redemption facility through which Shareholders may request the redemption of all or part of their holding of Ordinary Shares. The Directors have absolute discretion to operate the annual redemption facility on any given Redemption Point and to accept or decline in whole or in part any Redemption Request.

On 9 May 2019, the Company announced that it would be operating the annual redemption facility and Shareholders were asked to submit Redemption Requests by 31 May 2019. On 3 June 2019, the Company announced that it had received Redemption Requests in respect of 14,317,307 Ordinary Shares (representing 9.4 per cent. of the Company's issued share capital as at that date).

Ordinary Shares may only be redeemed or purchased by the Company out of distributable reserves or the proceeds of a fresh issue of shares made for that purpose. The Company does not currently have sufficient distributable reserves to satisfy valid Redemption Requests received from Shareholders given the size of the elections and the impact of the financial year-end portfolio valuation. Accordingly, the Board is proposing to cancel the Company's share premium account to create distributable reserves in order to satisfy such Redemption Requests in full.

3. Cancellation of the share premium account

There is approximately £87 million currently standing to the credit of the Company's share premium account. The share premium account is a non-distributable reserve and the Company is therefore unable to use the amount standing to the credit of this account for the purpose of, amongst other things, making distributions to Shareholders. However, the Companies Act does permit the Company (subject to the approval of Shareholders and the consent of the Court) to cancel its share premium account and credit the resulting sum (less an amount equal to certain of the Company's liabilities as at that date) to the Company's distributable reserves. It is therefore proposed to use this reserve to create a surplus of distributable reserves.

The cancellation of the share premium account requires the passing of the Resolution as a special resolution of the Company at the General Meeting and the subsequent approval of the Court. The cancellation will not be effective until the order of the Court confirming the cancellation has been registered with the registrar of companies. If approved, the order will be registered as soon as is practicable after 13 August 2019.

4. Redemption facility

If the Resolution is approved by Shareholders and the Court consents to the cancellation of the share premium account on the terms requested by the Company, the Board intends to redeem and cancel all those Ordinary Shares for which it has received valid Redemption Requests.

The Redemption Price is 53.92 pence per Ordinary Share (being the cum income net asset value at the close of business on 27 June 2019) and, subject to the approval of the Resolution by Shareholders and the approval of the Court, the Company intends to dispatch redemption monies on or around 15 August 2019. The 14,317,307 Ordinary Shares in respect of which the Company has received valid Redemption Requests will be cancelled on or around 15 August 2019.

5. Dividend policy

The Company has no stated dividend target. The Board does not expect the income from the Company's portfolio to necessarily exceed the anticipated annual running costs of the Company and therefore would not expect the Company to pay significant, or any, dividends. However, in accordance with regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011, the Company will not (except to the extent permitted by those regulations) retain more than 15 per cent. of its income (as calculated for UK tax purposes) in respect of an accounting period. To the extent that it has available distributable income at such times, the Company will pay half yearly dividends. The Company does not intend to change its dividend policy following the proposed cancellation of the share premium account and the creation of distributable reserves.

6. General Meeting

The cancellation of the share premium account is conditional, inter alia, on the approval by Shareholders of the Resolution to be proposed at the General Meeting of the Company which has been convened for 9.00 a.m. on 23 July 2019. The Resolution will be proposed as a special resolution which requires the approval of 75 per cent. or more of those present and voting in order for it to be passed.

All Shareholders are entitled to attend and vote at the General Meeting. In accordance with the Articles, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Ordinary Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).

The formal notice convening the General Meeting is set out at the end of this document.

7. Action to be taken in respect of the General Meeting

Whether or not you propose to attend the General Meeting, if you would like to vote on the Resolution you may vote:

• by logging on to www.signalshares.com and following the instructions;
• by requesting a hard copy form of proxy directly from the Company's registrar; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service.

In order for a proxy appointment to be valid, please ensure that you have recorded proxy details with the Company's registrar, Link Asset Services, by 9.00 a.m. on 19 July 2019.

Further details are set out in the Notice of General Meeting at the end of this document.

Recipients of this document who are the beneficial owners of Ordinary Shares held through a nominee should follow the instructions provided by their nominee or their professional adviser if no instructions have been provided.

8. Recommendation

The Board considers that the Proposal is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Directors intend to vote in favour of the Resolution in respect of their holdings of Ordinary Shares, amounting to 712,600 Ordinary Shares in aggregate (representing approximately 0.46 per cent. of the issued share capital of the Company as at the date of this document).

Yours faithfully

Andy Pomfret

(Chairman)

DEFINITIONS

In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

"Articles"	means the articles of association of the Company in force at the date of this document
"Companies Act"	means the Companies Act 2006, as amended from time to time
"Company"	means Miton UK MicroCap Trust plc
"CREST"	means the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
"CREST Regulations"	means the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended
"Directors" or "Board"	means the board of directors of the Company
"Euroclear"	means Euroclear UK & Ireland Limited
"FCA"	means the UK Financial Conduct Authority
"FSMA"	means the UK Financial Services and Markets Act 2000, as amended
"General Meeting"	means the general meeting of the Company to be held at 9.00 a.m. on 23 July 2019 for the purpose of approving the Resolution
"Link Asset Services"	is a trading name of Link Market Services Limited
"London Stock Exchange"	means London Stock Exchange plc
"Ordinary Shares"	means ordinary shares of £0.001 each in the capital of the Company
"Proposal"	means the proposal to cancel the Company's share premium account
"Redemption Point"	means the date on which holders of Ordinary Shares which have submitted valid Redemption Requests to have their Ordinary Shares will be redeemed will be considered which, for the purposes of the redemption facility offered by the Board in 2019, is 5.00 p.m. on 28 June 2019
"Redemption Price"	means the price at which Ordinary Shares are redeemed on the Redemption Point
"Redemption Request"	means a written notice to the Company to redeem Ordinary Shares in the form prescribed by the Company from time to time
"Register"	means the register of members of the Company
"Resolution"	means the special resolution to be proposed at the General Meeting
"RIS"	means a regulatory information service authorised by the FCA to release regulatory announcements to the London Stock Exchange
"Shareholder"	means a holder of Ordinary Shares
"UK" or "United Kingdom"	means the United Kingdom of Great Britain and Northern Ireland

Miton UK MicroCap Trust plc

(Incorporated in England and Wales with company number 9511015 and registered as an investment company under section 833 of the Companies Act 2006)

Notice is hereby given that a General Meeting of Miton UK MicroCap Trust plc (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 9.00 a.m. on 23 July 2019 to consider and, if thought fit, approve the following resolution as a special resolution:

SPECIAL RESOLUTION

THAT, subject to the confirmation of the Court, the balance standing to the credit of the share premium account of the Company as at 1 July 2019 be cancelled and the amount of the share premium account so cancelled be credited to a reserve.

By Order of the Board Registered Office: Link Company Matters Limited Beaufort House Company Secretary 51 New North Road Dated: 1 July 2019 Exeter

EX4 4EP

Notes:

1. Voting record date

Only members registered in the register of members of the Company at the close of business on 19 July 2019 shall be entitled to attend and vote at the General Meeting in respect of the number of voting rights registered in their name at that time. Changes to entries on the register of members after the close of business on 19 July 2019 shall be disregarded in determining the rights of any person to attend and vote at the General Meeting.

If the General Meeting is adjourned for no more than 48 hours after the original time, the same voting record date will also apply for the purpose of determining the entitlement of members to attend, speak and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the General Meeting is adjourned for more than 48 hours, then the voting record date will be the close of business on the day which is two days (excluding non-working days) before the day of the adjourned meeting or, if the Company gives notice of the adjourned meeting, at any time specified in that notice.

In the case of joint holders of a voting right, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

2. Rights to attend and vote

Members are entitled to attend and vote at the forthcoming General Meeting or at any adjournment(s) thereof. On a poll each member has one vote for every one share held.

3. Right to appoint proxies

Pursuant to Section 324 of the Companies Act 2006 (the "Companies Act"), a member entitled to attend and vote at the General Meeting may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares held by him. A proxy need not be a member of the Company.

The appointment of a proxy will not preclude a shareholder from attending and voting in person at the General Meeting or at any adjournment thereof.

If the total number of voting rights that the Chairman will be able to vote (taking into account any proxy appointments from shareholders over which he is given discretion and any voting rights in respect of his own shares) is such that he will have a notifiable obligation under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (the "FCA"), the Chairman will make the necessary notifications to the Company and to the FCA. Therefore, any member holding 3 per cent. or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and to the FCA. However, any member holding 3 per cent. or more of the voting rights in the Company who appoints a person other than the Chairman as proxy will need to ensure that both the member and the proxy comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules. Section 324 does not apply to persons nominated to receive information rights pursuant to Section 146 of the Companies Act. Persons nominated to receive information rights under Section 146 of the Companies Act have been sent this notice of General Meeting and are hereby informed, in accordance with Section 149(2) of the Companies Act, that they may have the right under an agreement with the registered member by whom they are nominated to be appointed, or to have someone else appointed, as a proxy for this General Meeting. If they have such right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. The statement of rights of shareholders in relation to the appointment of proxies in this paragraph does not apply to nominated persons.

4. Proxies' rights to vote at the General Meeting

On a vote on a show of hands, each proxy has one vote.

If a proxy is appointed by more than one member and all such members have instructed the proxy to vote in the same way, the proxy will only be entitled, on a show of hands, to vote "for" or "against" as applicable. If a proxy is appointed by more than one member, but such members have given different voting instructions, the proxy may, on a show of hands, vote both "for" and "against" in order to reflect the different voting instructions.

On a poll, all or any of the voting rights of the member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, Section 285(4) of the Companies Act does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.

5. Appointment, receipt and termination of proxies

To appoint a proxy, you may:

• (a) register your appointment on the Signal Shares portal at www.signalshares.com;
• (b) request a paper form of proxy from the Company's registrar using the details below; or
• (c) in the case of CREST members, appoint a proxy via CREST (see note 6 below).

By registering on the Signal Shares portal at www.signalshares.com, you can manage your shareholding, including: (i) casting your vote; (ii) changing your dividend payment instruction; (iii) updating your address; and (iv) selecting your communication preference.

To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it.

Any power of attorney or other authority under which the proxy is submitted must be returned to the Company's registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

If a paper form of proxy is requested from the Company's registrar, it should be completed and returned to Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU to be received not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it.

If you need help with voting online, or require a paper form of proxy, please contact the Company's registrar, Link Asset Services, by email at enquiries@linkgroup.co.uk or by telephone on 0871 664 0391 (if calling from the UK) or on +44 (0) 371 664 0391 (if calling from outside of the UK). Link Asset Services are open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).

In accordance with the Company's articles of association, in determining the time for delivery of proxies, no account shall be taken of any part of a day that is not a working day.

A member may terminate a proxy's authority at any time before the commencement of the General Meeting. Termination must be provided in writing and submitted to Link Asset Services.

6. Electronic receipt of proxies

To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the Company's agent (ID number RA10) no later than the deadline specified in Note 5. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001. Instructions on how to vote through CREST can be found on the website www.euroclear.com.

7. Voting by corporate representatives

Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act provided they do not do so in relation to the same shares.

8. Communication with the Company

Members may not use any electronic address provided either in the notice of General Meeting or any related documents to communicate with the Company for any purpose other than those expressly stated.

9. Questions at the General Meeting

Any member attending the General Meeting has the right to ask questions. Section 319A of the Companies Act requires the Directors to answer any question raised at the General Meeting which relates to the business of the General Meeting, although no answer need be given:

• (a) if to do so would interfere unduly with the proceedings of the General Meeting or involve disclosure of confidential information;
• (b) if the answer has already been given on the Company's website; or
• (c) if it is undesirable in the best interests of the Company or the good order of the General Meeting that the question be answered.

10. Website

A copy of the notice of the General Meeting, including these explanatory notes and other information required by Section 311A of the Companies Act, is included on the Company's website at www.mitongroup.com/micro.

11. Total voting rights at date of notice

As at 27 June 2019 (being the last practicable date prior to the publication of this notice) the total number of ordinary shares in the Company in issue was 152,653,822. The total number of voting rights on that date was therefore 152,653,822.

This page is intentionally left blank