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Monks Investment Trust PLC Proxy Solicitation & Information Statement 2026

May 29, 2026

5186_rns_2026-05-29_35b4942e-e382-40ef-a92b-c793cb973e79.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are resident outside of the United Kingdom, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Shares in The Monks Investment Trust PLC (the "Company"), please forward this document (but not any personalised Form of Proxy), as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. However, this document and the accompanying Form of Proxy should not be forwarded, in whole or in part, directly or indirectly, in, into or from any jurisdiction in respect of which such act would constitute a violation of the relevant laws or regulations of such jurisdiction.

THE MONKS INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 00236964)

(Registered as an investment company under section 833 of the Companies Act 2006)

Notice of General Meeting

Renewal of the Company's authority to buy back Shares

Notice of the general meeting of the Company to be held at 9.00 a.m. on 23 June 2026 at 3 St. Helen's Place, London EC3A 6AB (the "General Meeting") is set out at the end of this document.

Shareholders are strongly encouraged to vote in favour of the Resolution by using the enclosed Form of Proxy or by voting online. If you do not hold your Shares directly you are encouraged to arrange for your nominee/investment platform provider to vote on your behalf. If your investment platform provider has provided separate instructions on how votes should be submitted and provided a deadline for receipt of such instructions, please note those instructions and be aware that such deadline is likely to be earlier than the time and date for receipt of proxy appointments noted in this document.

A Form of Proxy for use in connection with the General Meeting is enclosed. To be valid for use at the General Meeting, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the registrar, Computershare Investor Services PLC (the "Registrar"), at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, by no later than 9.00 a.m. on 19 June 2026.

Alternatively, you may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy and following the instructions. Proxies submitted via www.investorcentre.co.uk/eproxy must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 9.00 a.m. on 19 June 2026.

Shareholders who hold their Shares in uncertificated form (that is, in CREST) may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 9.00 a.m. on 19 June 2026.

This document should be read as a whole and your attention is drawn, in particular, to the section titled "Action to be taken" on page 4 of this document.

Defined terms used in this document are set out on pages 5 and 6 of this document.

29 May 2026


LETTER FROM THE CHAIRMAN

THE MONKS INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 00236964)

(Registered as an investment company under section 833 of the Companies Act 2006)

Directors
Randeep Grewal (Chairman)
David Ballance
Claire Boyle
Richard Curling
Stacey Parrinder-Johnson
Belinda Richards
Professor Sir Nigel Shadbolt

Registered Office
3 St. Helen's Place
London
EC3A 6AB

29 May 2026

Dear Shareholder

Notice of General Meeting
Renewal of the Company's authority to buy back Shares

  1. INTRODUCTION

The Board maintains an active approach to both Share issuance and Share buybacks with the objective of enhancing long term Shareholder value while managing the balance between supply and demand for the Company's Shares and the discount/premium at which the Shares trade. In normal market conditions, the Board aims to restrict any discount to net asset value ("NAV") at which the Shares trade, to mid-single digits. Since January 2022, the Company has undertaken regular Share buybacks while the Shares have been trading at a discount to the NAV per Share, repurchasing 96,602,930 Shares in the period from 10 January 2022 to 26 May 2026.

In the light of the Company's recent Share buyback activity, the Board anticipates that the existing authority to repurchase Shares, granted at the 2025 AGM, will likely be fully utilised before it can be refreshed at the Company's 2026 AGM in September. As a result, in order to provide the Company with sufficient authority to continue to operate its Share buyback programme, the Board is seeking Shareholder approval for the early renewal of its authority to repurchase Shares (the "Proposal").

The purpose of this document is to explain the Proposal, to set out the actions required to be taken to implement it and to convene a general meeting of the Company, notice of which is set out at the end of this document. Further details of the Resolution to be proposed at the General Meeting are set out below in paragraph 3 of this letter.

The Board considers the Proposal to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as each of the Directors intends to do in respect of their own beneficial interests in Shares.

  1. BACKGROUND TO, AND REASONS FOR, RENEWAL OF THE COMPANY'S BUYBACK AUTHORITY

The Board monitors the level of discount or premium to NAV at which the Shares trade and the Company has authority to buy back its existing Shares or issue Shares (including authority to sell Shares held in treasury), when deemed by the Board to be in the best interests of the Company and its Shareholders.

In the context of a period where discounts across the investment company sector remain entrenched, the Board has continued to be active in buying back Shares in the open market. Having carried out issuances when the Shares were trading at a premium to NAV, the Board believes that it is appropriate and consistent to be ready buyers at a discount. Buying back Shares at a discount to NAV enhances


the Company's NAV per Share for continuing Shareholders and buybacks also improve short-term liquidity in the Shares, affording Shareholders greater opportunity to trade in Shares at a time of their choosing. The Board believes that the quality and long-term growth prospects of the Company's portfolio should, over time, be reflected in a Share price that trades at or close to NAV, although market conditions may lead to periods of discount.

At the 2025 AGM, Shareholders granted the Company the authority to buy back up to 26,217,332 Shares (the "Existing Authority"). In the period from the 2025 AGM to 26 May 2026, the Company bought back 18,330,289 Shares into treasury, representing approximately 69.9 per cent. of the Existing Authority. The accretive benefit to the Company's NAV (as at close of business on 26 May 2026) as a result of these buybacks is estimated to be approximately 0.39 per cent. of NAV, net of expenses. As at close of business on 26 May 2026, the Company's remaining buyback authority permitted the repurchase of up to a further 7,887,043 Shares (representing approximately 5.0 per cent. of the Company's issued Share capital (excluding Shares held in treasury)).

If recent levels of buyback activity continue, the Board expects that the Existing Authority may be fully utilised ahead of the 2026 AGM and considers it prudent to avoid any interruption to its ability to implement its discount management policy. The ability to repurchase Shares on an ad hoc basis is a necessary element of the Board's discount management toolkit and, therefore, the Board believes that renewal of the Company's buyback authority is in the best interests of the Company and its Shareholders as a whole.

3. THE RESOLUTION

The Resolution seeks authority for the Company, in substitution for the remainder of the Existing Authority, to repurchase up to 23,469,622 Shares (or if less, 14.99 per cent. of the number of Shares in issue (excluding Shares held in treasury) immediately prior to the passing of the Resolution).

The Resolution authorises the Company to make on-market purchases of Shares for a maximum price (exclusive of expenses) not greater than the higher of: (i) five per cent. above the average middle market quotations for a Share as derived from the Daily Official List for the five Business Days immediately preceding the day on which the purchase is made; 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. The minimum price (exclusive of expenses) which may be paid for a Share pursuant to the Resolution would be five pence (being the nominal value of each Share).

The authority granted by the Resolution will expire at the conclusion of the 2026 AGM (or, if earlier, on the expiry of 15 months from the passing of the Resolution). The Board intends to seek renewed Share issuance and buyback authorities at the 2026 AGM.

The Resolution will be proposed as a special resolution and will therefore require not less than 75 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order to be passed at the General Meeting.

If the Resolution is approved, the Company intends to use the authority granted to retain the option of repurchasing Shares for cash when it is in the best interests of Shareholders as a whole to do so. Shares repurchased under this authority may be cancelled or held in treasury for potential re-issuance at a premium to NAV, where this is considered to be in Shareholders' best interests.

4. THE GENERAL MEETING

The notice convening the General Meeting at which Shareholders will be asked to consider and, if thought fit, approve the Resolution to renew the Company's buyback authority is set out at the end of this document. The General Meeting is to be held at 9.00 a.m. on 23 June 2026 at 3 St. Helen's Place, London EC3A 6AB.

All Shareholders that are on the register of members of the Company at the voting record time (being 6.00 p.m. on 19 June 2026) will be entitled to attend, speak and vote at the General Meeting. The vote will be held on a poll. In accordance with the Company's articles of association, all Shareholders that are entitled to vote and are present in person, by proxy or by corporate representative at the General Meeting upon a poll will have one vote in respect of every Share held or represented by them.


  1. ACTION TO BE TAKEN

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting or, if their Shares are not held directly, to arrange for their nominee to vote on their behalf (which for some investors may be via their investment platform provider).

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

(i) by completing and signing the Form of Proxy for use in relation to the General Meeting, in accordance with the instructions printed thereon and returning it by post, by courier or by hand;
(ii) by logging on to www.investorcentre.co.uk/eproxy and following the instructions; or
(iii) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Notice of General Meeting.

In each case, proxy appointments must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by not later than 9.00 a.m. on 19 June 2026. To be valid, a proxy appointment must be completed in accordance with the instructions accompanying it and lodged with the Registrar by the relevant time.

The completion and return of the Form of Proxy, or the online submission of a proxy appointment for the General Meeting, will not prevent a Shareholder from attending and voting in person at the General Meeting.

  1. RECOMMENDATION

The Directors consider the passing of the Resolution to be in the best interests of the Company and its Shareholders as a whole. In particular, the Board believes that maintaining the ability to act decisively in managing the discount is an important contributor to long-term Shareholder returns. Accordingly, the Directors recommend unanimously 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 26,972 Shares, representing approximately 0.02 per cent. of the issued Share capital of the Company (excluding Shares held in treasury) as at 26 May 2026.

Yours sincerely

Randeep Grewal
Chairman


DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise.

"2025 AGM"
the annual general meeting of the Company held at The Royal Institution, 21 Albemarle Street, London W1S 4BS on 9 September 2025

"2026 AGM"
the annual general meeting of the Company to be held in 2026, expected to be convened in September 2026

"Board"
the board of Directors

"Business Day"
means any day that is not a Saturday or Sunday, Christmas Day, Good Friday or any other bank holiday in England and Wales

"Company"
The Monks Investment Trust PLC, a public limited company incorporated in England and Wales with registered number 00236964 and having its registered office at 3 St. Helen's Place, London EC3A 6AB

"CREST"
the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear

"CREST Manual"
the document titled "CREST Reference Manual" issued by Euroclear, as amended from time to time

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

"Directors"
the directors of the Company 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

"Form of Proxy"
the form of proxy for use by Shareholders at the General Meeting, which accompanies this document

"FSMA"
the Financial Services and Markets Act 2000, as amended from time to time

"General Meeting"
the general meeting of the Company to be held at 9.00 a.m. on 23 June 2026 at 3 St. Helen's Place, London EC3A 6AB (or any adjournment thereof), notice of which is set out in the Notice of General Meeting

"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 EC4M 7LS

"NAV"
the net asset value of the Company, being the value of the Company's assets cum income, with debt at par value less its liabilities, determined in accordance with the accounting policies adopted by the Company from time to time

"Notice of General Meeting"
the notice of the General Meeting, as set out on pages 7 to 9 of this document


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"Proposal"
the proposed renewal of the Company's authority to buy back Shares at the General Meeting

"Registrar"
Computershare Investor Services PLC, a public limited company incorporated in England and Wales with registered number 03498808 and having its registered office at The Pavilions, Bridgwater Road, Bristol BS13 8AE

"Resolution"
the resolution to be proposed at the General Meeting relating to the renewal of the Company's authority to buy back Shares, as set out in the Notice of General Meeting

"Shareholders"
holders of Shares

"Shares"
ordinary shares of 5 pence each in the capital of the Company


NOTICE OF GENERAL MEETING

THE MONKS INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 00236964)

(Registered as an investment company under section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of The Monks Investment Trust PLC (the "Company") will be held at 9.00 a.m. on 23 June 2026 at 3 St. Helen's Place, London EC3A 6AB to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

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 5 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 reissue, resale, transfer or cancellation) provided that:

(a) the maximum aggregate number of Shares hereby authorised to be purchased is 23,469,622 or, if less, the number being 14.99 per cent. of the issued Share capital of the Company (excluding Shares held in treasury) immediately prior to the passing of this resolution;

(b) 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 middle market quotations for a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; 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;

(c) the minimum price (exclusive of expenses) which may be paid for a Share purchased pursuant to this authority shall be 5 pence (being the nominal value of a Share);

(d) 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

(e) 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.

By order of the Board

Registered office

3 St. Helen's Place

London

EC3A 6AB

Baillie Gifford & Co Limited

Company Secretary

29 May 2026

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Notes:

  1. A member is entitled to appoint a proxy or proxies to exercise all or any of their rights to attend, speak and vote on their behalf. A proxy need not be a member of the Company but must attend the General Meeting to represent you. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different Shares. A member can only appoint a proxy using the procedure set out in these notes and the explanatory notes to the form of proxy.

  2. A form of proxy for use by shareholders is enclosed with this document (the “Form of Proxy”). To be valid, the 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 (or a copy certified in some other way approved by the directors of the Company), at the address stated thereon so as to be received by the Company's registrar, Computershare Investor Services PLC (“Computershare”), at The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 9.00 a.m. on 19 June 2026 (or, in the event the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a Business Day)). If you have not received a Form of Proxy and believe that you should have one, or if you require additional Forms of Proxy, please contact Computershare at The Pavilions, Bridgwater Road, Bristol, United Kingdom BS99 6ZY or call the dedicated shareholder helpline on +44 (0)370 707 1170, between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales).

  3. Members who wish to appoint a proxy online should visit www.investorcentre.co.uk/eproxy and follow the instructions. To be valid, an electronic proxy appointment must be transmitted so as to be received by Computershare by 9.00 a.m. on 19 June 2026 (or, in the event the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a Business Day)).

  4. 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 by logging on to the website www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

  5. 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, Computershare (ID 3RA50), by 9.00 a.m. on 19 June 2026 (or, in the event the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a Business Day)). 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.

  6. 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 his/her 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 provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

  7. 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.

  8. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, 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 register of members of the Company (the “Register of Members”) in respect of the joint holding (the first-named being the more senior).

  9. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same Shares.


  1. 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 Companies Act 2006 ("Nominated Persons"). Nominated Persons may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. 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.

  2. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, to have the right to attend, speak and vote at the General Meeting a member must first have his/her name entered in the Register of Members by not later than 6.00 p.m. on 19 June 2026 (or, if the meeting is adjourned, 6.00 p.m. on the day which is 48 hours prior to the time appointed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any member to vote at the General Meeting.

  3. As at close of business on 26 May 2026 (being the latest practicable date prior to publication of this document), the Company's issued share capital comprised 253,171,460 ordinary shares of 5 pence each ("Share"), of which 96,602,930 Shares were held in treasury. Each Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business on 26 May 2026 was 156,568,530.

  4. Under section 319A of the Companies Act 2006, any member attending the General Meeting has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

  5. Any person holding 3 per cent. or more of the total voting rights in the Company who appoints a person other than the chairman of the General Meeting as his/her proxy will need to ensure that both he/she and such third party complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.

  6. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this notice (or in any related documents including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

  7. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.bailliegifford.com/en/uk/individual-investors/funds/monks-investment-trust.

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