Pacific Horizon Investment Trust PLC — Proxy Solicitation & Information Statement 2018

Jul 6, 2018

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 Pacific Horizon Investment Trust PLC, please forward this document (but not the accompanying personalised form of proxy or voting direction form) 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.

PACIFIC HORIZON INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 02342193) (An investment company within the meaning of section 833 of the Companies Act 2006)

Notice of a General Meeting in connection with the allotment of further shares and the disapplication of statutory pre-emption rights on such shares

Notice of a general meeting of Pacific Horizon Investment Trust PLC to be held at 11.00 a.m. on 30 July 2018 at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN 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 at www.eproxyappointment.com as soon as possible, but in any event not later than 11.00 a.m. on 26 July 2018.

To be valid, the form of direction accompanying this document must be completed and returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event not later than 11.00 a.m. on 19 July 2018.

PACIFIC HORIZON INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 02342193) (An investment company within the meaning of section 833 of the Companies Act 2006)

Directors: Registered Office: Jean Matterson (Chairman) Moor House Edward Creasy 120 London Wall Angus Macpherson London Elisabeth Scott EC2Y 5ET

6 July 2018

Dear Shareholder

NOTICE OF GENERAL MEETING

Introduction

In order to meet the continuing demand for the Company's ordinary shares of 10 pence each (the "Shares"), the Directors wish to seek your approval to renew the Company's authority to allot Shares and disapply the statutory pre-emption rights on the issue of such Shares prior to the Company's next annual general meeting.

The purpose of this document is, therefore, to convene a general meeting (the "General Meeting") at which the requisite new shareholder authorities will be sought. The General Meeting will be held at 11.00 a.m. on 30 July 2018 at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN.

The allotment of Shares and the disapplication of statutory pre-emption rights

At last year's annual general meeting of the Company held on 15 November 2017 the Directors were granted the authorities to allot Shares up to an aggregate nominal amount of £542,622.82, representing approximately 10 per cent. of the Company's then issued share capital, on a non pre-emptive basis. Both authorities were granted for the period until the next annual general meeting which is expected to be held in November 2018.

Since the middle of April 2018 the Shares have regularly traded at a premium to their net asset value ("NAV") indicating that there continues to be strong demand for the Shares in the market which outstrips supply. In order to satisfy this demand the Company has issued 3,090,000 Shares in the period since the annual general meeting. These Shares have all been issued at a premium to the NAV prevailing at the time of their issue and therefore have been NAV-enhancing. The Board believes that the current capacity under the existing shareholder authorities will prove insufficient to allow the Board to satisfy demand for Shares during the period up to the Company's next annual general meeting. The Directors are therefore seeking further authorities to allot Shares on a non pre-emptive basis to continue to satisfy any such demand. These authorities will be valid up to the next annual general meeting.

The objective of the Directors is to issue new shares (or, as the case may be, sell Shares from treasury) when they believe it is in the interests of existing shareholders to do so. Benefits for existing shareholders from such issuance or sale can include an improvement in the liquidity in the market for the Company's shares, an increase in the base over which fixed costs can be spread and, where the sale is at a sufficient premium to NAV, an enhancement in NAV per share attributable to shareholders. Furthermore, because of the tiered management fee the effective charge to shareholders as a percentage of net assets falls as the net asset value of the Company increases. The Directors have received comfort from the manager that the proceeds of any future issuance can be invested in a similar manner to the existing portfolio.

General Meeting

The notice convening the General Meeting is set out on pages 4 and 5 of this document. The General Meeting will be held on 30 July 2018 at 11.00 a.m. at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN.

The resolutions to allot shares and disapply the pre-emption rights will be proposed, at the General Meeting, as an ordinary resolution and a special resolution respectively (the "Resolutions"). The Resolutions will, if passed, enable the Directors to allot and issue new Ordinary Shares, in addition to their existing authority, and resell shares held in treasury for cash without first offering such Ordinary Shares to existing shareholders pro rata to their existing shareholdings up to an aggregate nominal amount of £573,522.80 (being 5,735,228 Shares) which equates to approximately 10 per cent. of the total issued share capital of the Company as at 4 July 2018 (the latest practicable date prior to the publication of this document).

All shareholders are entitled to attend and vote at the General Meeting. In accordance with the Company's articles of association, all shareholders entitled to vote and be present in person or by proxy at the General Meeting shall upon a show of hands have one vote and upon a poll shall have one vote in respect of every Share held.

Action to be taken

Shareholders will find enclosed with this document a form of proxy for use in connection with the General Meeting. If your Shares are held through the Baillie Gifford Investment Trust Share Plan, the Baillie Gifford Children's Savings Plan or the Bailie Gifford Investment Trust ISA, you will have received a form of direction 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 at www.eproxyappointment.com as soon as possible, but in any event not later than 11.00 a.m. on 26 July 2018. The completion and return of the form of proxy will not prevent a Shareholder from attending and voting in person at the General Meeting.

To be valid, the form of direction must be completed and returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event not later than 11.00 a.m. on 19 July 2018.

Recommendation

The Directors consider that the passing of each of the Resolutions is in the best interests of the Company and its Shareholders as a whole for the reasons given above. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of the Resolutions. Those Directors holding shares intend to vote in favour of the Resolutions where possible in respect of their own beneficial holdings of Shares (amounting to 221,961 Shares, representing approximately 0.39 per cent. of the Company's issued share capital as at 4 July 2018).

Yours faithfully

Jean Matterson Chairman

PACIFIC HORIZON INVESTMENT TRUST PLC

(Incorporated in England and Wales with registered number 02342193) (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 Pacific Horizon Investment Trust PLC (the "Company") will be held at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN on 30 July 2018 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions. Resolution 1 set out below will be proposed as an ordinary resolution and resolution 2 set out below will be proposed as a special resolution.

ORDINARY RESOLUTION

1. THAT, in addition to all existing authority, the directors be generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the "Act"), to exercise all powers of the Company to allot relevant securities (within the meaning of section 551 of the Act) up to a maximum aggregate nominal value of £573,522.80 ordinary shares of 10p each) which equates to approximately 10 per cent. of the total ordinary share capital of the Company in issue as at 4 July 2018 (the latest practicable date prior to the date of the notice convening the meeting at which this resolution is proposed) provided that such authority shall expire at the conclusion of the annual general meeting of the Company to be held after the passing of this resolution, unless previously revoked, varied or renewed by the Company in general meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTION

• 1. That, in addition to all existing authorities, the directors of the Company (the "Directors") be and are hereby empowered, pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act"), to allot equity securities (as defined in section 560 of the Act) pursuant to any authority for the time being in force under section 551 of the Act and to sell shares held by the Company in treasury, wholly for cash, as if section 561(1) of the Act did not apply to such allotment or sale, provided that this power shall:
• (i) be limited to the allotment of equity securities and the sale of treasury shares for cash up to an aggregate nominal amount of £573,522.80, representing approximately 10 per cent. of the Company's issued ordinary share capital as at 4 July 2018; and
• (ii) expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

By order of the Board Registered Office Baillie Gifford & Co Limited Moor House Managers and Secretaries 120 London Wall

London EC2Y 5ET

6 July 2018

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. To appoint more than one proxy, to receive a new proxy form and/or should you have any queries in relation to the proxy appointment procedure please call the Registrar's helpline on 0370 707 1229. 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. Shareholders participating in the Baillie Gifford Investment Trust Share Plan, the Baillie Gifford Children's Savings Plan or the Baillie Gifford Investment Trust ISA who wish to vote and/or attend the General Meeting must complete and return the enclosed reply-paid form of direction. To receive a new form of direction and/or should you have any queries in relation to this procedure please call the Registrar's helpline on 0370 707 1229.
• 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. Information regarding the General Meeting, including information required by section 311A of the Companies Act 2006, is available from the Company's page of the Managers' website at www.pacifichorizon.co.uk.
• 1. Members have the right to ask questions at the meeting in accordance with section 319A of the Companies Act 2006.
• 1. As at 4 July 2018 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consisted of 57,352,282 ordinary shares of 10 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at 4 July 2018 was 57,352,282 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 Guidance and Transparency Rules.