Personal Assets Trust PLC — AGM Information 2015

Mar 23, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, please seek advice from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Personal Assets Trust plc, you should pass this document at once, together with the accompanying form of proxy, 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.

PERSONAL ASSETS TRUST PLC

(Incorporated in Scotland with registered number SC074582) (An investment company within the meaning of section 833 of the Companies Act 2006)

Recommended proposals to amend the Company's articles of association

and

Notice of General Meeting

Notice of a general meeting of the Company to be held at 9.30 a.m. on 15 April 2015 at 10 St. Colme Street, Edinburgh EH3 6AA 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 thereon, so as to be received by the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, but in any event not later than 9.30 a.m. on 13 April 2015.

PERSONAL ASSETS TRUST PLC

(Incorporated in Scotland with registered number SC074582) (An investment company within the meaning of section 833 of the Companies Act 2006)

Hamish Buchan (Chairman) 10 St. Colme Street Robin Angus Edinburgh Gordon Neilly EH3 6AA Stuart Paul Frank Rushbrook

Directors Registered Office

23 March 2015

Dear Shareholder

RECOMMENDED PROPOSALS TO AMEND THE ARTICLES OF ASSOCIATION

Introduction

As discussed in the Quarterly Report sent to Shareholders in February 2015, the Board has recently been considering the Company's revenue shortfall compared to the sum required to maintain the dividend at the current rate. As noted in the Quarterly Report, the Board is proposing a resolution to amend the Company's articles of association (the "Articles") to permit the Company to distribute realised capital profits in order to maintain the dividend. The Articles will also be amended to reflect recent legislative changes.

The purpose of this document is therefore to explain the circumstances in which the Company would distribute capital profits and to set out the proposed changes to the Articles.

Proposed changes to the Articles

Distribution of capital profits

In 2012 changes to the law removed the prohibition on investment trusts distributing any surplus arising from the realisation of their investments as dividend or otherwise.

As noted above the Board has recently considered the Company's revenue shortfall compared to the sum required to maintain the dividend at the current rate and has resolved that distributing realised capital profits, as permitted following the change in the law, is the most appropriate option available to the Board for making good the revenue shortfall, especially insofar as it would accord better with the Company's stated investment policy of protecting and increasing (in that order) the value of Shareholders' funds per share over the long term than 'buying' income by acquiring equities we would not otherwise choose to own. The Articles currently prohibit the distribution of capital profits in accordance with the previous legal prohibition. The Board is therefore proposing to remove this provision in the Articles to bring the Articles in line with the current law.

If Shareholders approve the proposed amendment to the Articles, the Board intends to distribute capital profits only to maintain the dividend at the present rate of £5.60 per share per annum, not to increase it. When in future years we have earnings in excess of £5.60 per share the Board intends to use such surplus to rebuild the revenue reserves by the amount of capital profits distributed before we declare an increased dividend.

Alternative Investment Fund Managers Directive

Following their review of the current Articles the Board is also proposing to include provisions in the new Articles in response to the regulations implementing the AIFMD (the "AIFMD Regulations") coming into force. The principal changes proposed to be introduced in the Articles in connection with AIFMD Regulations, and their effect, are set out in an annex to this letter.

New Articles

A copy of the existing Articles and the proposed new Articles marked to show the changes will be available for inspection at the registered office of the Company and at the offices of Dickson Minto W.S. at Broadgate Tower, 20 Primrose Street, London EC2A 2EW during normal business hours (Saturdays, Sundays and public holiday excepted) up to and including close of business on 15 April 2015 and at the venue of the general meeting for at least 15 minutes prior to the start of the meeting and up to the close of the meeting.

General Meeting

As explained above, the changes to the Articles are conditional upon the approval of the Shareholders. You will therefore find set out at the end of this document a notice convening a general meeting for 9.30 a.m. on 15 April 2015, to be held at 10 St. Colme Street, Edinburgh EH3 6AA. All Shareholders are entitled to attend, speak and vote on the resolution to be proposed at the general meeting, which will be proposed as a special resolution.

Action to be taken

You will find enclosed with this document a form of proxy for use at the general meeting. Whether or not you propose to attend the general meeting, you should complete the form of proxy in accordance with the instructions printed on it and return it to the Company's registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, but in any event not later than 9.30 a.m. on 13 April 2015. Completion and return of a form of proxy will not prevent Shareholders from attending and voting in person at the general meeting, should they so wish.

Recommendation

The Board considers that the proposed changes to the Articles are in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the resolution to be proposed at the general meeting.

The Directors, who in aggregate have interests in 23,748 ordinary shares (being 1.4 per cent. of the issued share capital) as at 20 March 2015 (being the latest practicable date prior to the publication of this document), intend to vote their entire beneficial holdings in favour of the resolution.

Yours faithfully,

Hamish Buchan Chairman

ADDITIONAL AMENDMENTS TO THE ARTICLES

The principal changes proposed to be introduced in the Articles in connection with AIFMD Regulations, and their effect, are set out below.

• (i) The Articles will now provide that the NAV of the Company shall be calculated at least annually and be disclosed to Shareholders from time to time in such manner as may be determined by the Board. The amendment will have no bearing on current practice and simply articulates the minimum requirements of the AIFMD Regulations.
• (ii) The Articles will now provide that the Company's annual report and accounts may be prepared either in accordance with generally acceptable accounting principles of the UK or such other international accounting standards as may be permitted under the law of the UK. The amendment will have no bearing on current practice and simply articulates the minimum requirements of the AIFMD Regulations.
• (iii) The AIFMD Regulations require that prior to any new or existing investor making an investment in the Company certain prescribed information is to be made available to them. Therefore, the new Articles will include language with the effect that such information shall be made available to prospective and existing Shareholders from time to time in such manner as may be determined by the Board (including, in certain cases, on the Company's website or by electronic notice).
• (iv) The AIFMD Regulations require that the Company has a depositary other than in certain limited circumstances. Under the AIFMD Regulations, the depositary has strict liability for the loss of the Company's financial assets in respect of which it has safe-keeping duties. This rule applies even where the depositary has delegated the actual custody of an asset to another entity. The Company may wish to hold assets in a country where the depositary is required by local law to use a local sub-custodian to hold the relevant asset. The depositary may not wish the Company to acquire or retain such an asset, unless it can discharge its strict liability to the local subcustodian. A discharge of strict liability in these circumstances will be possible only if the Company's 'rules or instruments of incorporation' (for example, the Articles) permit such a discharge. The Board is aware that situations may arise where allowing the depositary to discharge its strict liability will be commercially necessary. An amendment to the Articles is therefore proposed with the effect of enabling the Board, should the need arise and subject to applicable laws, to allow a depositary to discharge its strict liability for loss of certain of the Company's assets. This proposed amendment provides the Company with commercial flexibility and the Board will exercise its discretion in the usual way in determining whether or not to provide such a discharge.
• (v) In line with guidance from the Financial Conduct Authority, the new Articles will now provide that valuation of the Company's assets shall be performed in accordance with prevailing accounting standards.

PERSONAL ASSETS TRUST PLC

(Incorporated in Scotland with registered number SC074582) (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 Personal Assets Trust PLC (the "Company") will be held at 9.30 a.m. on 15 April 2015 at 10 St. Colme Street, Edinburgh EH3 6AA to consider and, if thought fit, pass the following resolution which will be proposed as a special resolution.

Special Resolution

THAT the draft regulations produced to the meeting and for the purposes of identification initialled by the Chairman of the meeting be adopted as articles of association of the Company in substitution for, and to the entire exclusion of, the existing articles of association of the Company.

By Order of the Board Registered Office

10 St. Colme Street Steven Davidson Edinburgh Secretary EH3 6AA

23 March 2015

Notes:

• (i) A member entitled to attend and vote at the meeting may appoint a proxy or proxies to exercise all or any of his/her rights to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise the rights attached to any one share. If you wish your proxy to speak on your behalf at the meeting you will need to appoint a proxy of your own choice (not the Chairman of the meeting) and give your instructions directly to him/her. A form of proxy which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a form of proxy and believe that you should have one, or if you require additional forms or would like to appoint more than one proxy, please contact the Company's registrars, Equiniti Limited, on 0871 384 2441 (calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday). Overseas shareholders should call Equiniti's overseas helpline, +44 121 415 7047. 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 holding (the first-named being the most senior). 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.
• (ii) A form of proxy is enclosed. To be valid, any form of proxy or other instrument of proxy and any power of attorney or other authority, if any, under which they are signed or a notarially certified copy of that power of attorney or authority should be sent to the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive not less than 48 hours (excluding non-working days) before the time fixed for the meeting.
• (iii) The return of a completed form of proxy or other such instrument of proxy will not prevent a member attending the meeting and voting in person if he/she wishes to do so.

• (iv) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual and 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.

• (v) 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 RA19) no later than 48 hours (excluding non-working days) before the time of the 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 inquiry 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.

• (vi) 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 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• (vii) 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.
• (viii) The "Vote Withheld" option on the form of proxy is provided to enable a member to abstain on any particular resolution. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" a particular resolution.
• (ix) The right to vote at a meeting is determined by reference to the Company's register of members as at 6.00 p.m. on 13 April 2015 or if this meeting is adjourned, at 6.00 p.m. on the day two days (excluding nonworking days) prior to the adjourned meeting. Changes to entries on that register after that time shall be disregarded in determining the rights of any member to attend and vote at the meeting.
• (x) As at 20 March 2015 (being the latest business day prior to the publication of this notice) the Company's issued share capital comprised 1,747,584 ordinary shares of £12.50 each (of which 4,628 are held in treasury). Therefore, the total number of voting rights in the Company as at 20 March 2015 was 1,742,956.
• (xi) 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/her proxy will need to ensure that both he/she and his/her proxy comply with their respective disclosure obligations under the UK Disclosure and Transparency Rules.
• (xii) A 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 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 shareholder as to the exercise of voting rights. The statements of the rights of shareholders in relation to the appointment of proxies in notes (i) to (iii) above do not apply to a Nominated Person. The rights described in those notes can be exercised only by registered shareholders of the Company.
• (xiii) Shareholders who have general queries about the meeting should contact the Company Secretary in writing. Shareholders are advised that any telephone number, website or email address which may be set out in this notice of meeting or in any related documents (including the form of proxy) is not to be used for the purposes of serving information or documents on, or otherwise communicating with, the Company for any purposes other than those expressly stated.
• (xiv) Information regarding the meeting is available from the Company's website, www.patplc.co.uk
• (xv) Pursuant to Section 319A of the Companies Act 2006, a member has the right to put questions at the meeting relating to business being dealt with at the meeting.