Polar Capital Technology Trust PLC — Proxy Solicitation & Information Statement 2016

Apr 30, 2016

POLAR CAPITAL TECHNOLOGY TRUST PLC – ATTENDANCE CARD

The Annual General Meeting is to be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS, commencing at 2.30pm on 9 September 2016.

Shareholder Reference Number

If you are attending in person, please bring this card with you.

For security reasons, all hand luggage may be subject to examination and you should arrive at The Royal Automobile Club in sufficient time to clear security before the commencement of the meeting.

ANNUAL GENERAL MEETING VENUE

Please note the dress code as stated on the Notice of Meeting.

POLAR CAPITAL TECHNOLOGY TRUST PLC

Form of Proxy for use at the Annual General Meeting to be held at 2.30pm on 9 September 2016 and at any adjournment thereof.

1727-018-s

Shareholder Reference Number

Before completing, please read the Notice of Meeting and the Instructions for Completion (overleaf).

I/we, the undersigned, hereby appoint the Chairman of the Meeting, or (see Note 1)

as my/our proxy, to attend, speak and vote in respect of my full voting entitlement or shares on my/our behalf at the Annual General Meeting of the Company to be held on 9 September 2016 and at any adjournment thereof. The proxy will vote on the under-mentioned Resolutions, as indicated. The proxy will vote at his or her discretion, or abstain from voting on any resolution listed below if no instruction is given regarding that resolution and on any other business transacted at the meeting.

☐ Please tick here if this proxy appointment is one of multiple appointments being made (see Note 2).

Please indicate your vote by marking the appropriate boxes in black ink like this: ☑

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive the Annual Report and Financial Statements for the year ended 30 April 2016.	☐	☐	☐
2. To receive and approve the Directors’ Remuneration Implementation Report.	☐	☐	☐
3. To re-elect Mr Moule as a Director.	☐	☐	☐
4. To re-elect Mr Ashford-Russell as a Director.	☐	☐	☐
5. To re-elect Mrs Bates as a Director.	☐	☐	☐
6. To re-elect Mr Hames as a Director.	☐	☐	☐
7. To re-elect Ms Ginman as a Director.	☐	☐	☐
8. To re-appoint PricewaterhouseCoopers LLP as auditors.	☐	☐	☐
9. To authorise the Directors to determine the auditors’ remuneration.	☐	☐	☐
10. To authorise the allotment of shares.	☐	☐	☐
Special Resolutions	☐	☐	☐
11. To disapply pre-emption rights.	☐	☐	☐
12. To authorise the Company to buy-back its ordinary shares.	☐	☐	☐

• Please mark this box if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party. This card should not be used for any comments, change of address, or other queries. Please send separate instruction.

Signature(s)

Date

---

Business Reply Plus
Licence Number
RTAK-EEEK-EBCS

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8DA

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

1. Every holder has the right to appoint some other person[s] of their choice, who need not be a shareholder as his/her proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please delete the words 'the Chairman of the Meeting, or' and insert the name of your chosen proxy holder in the space provided. Please initial the amendment [unless you are completing an electronic version]. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. To appoint more than one proxy, an additional proxy form[s] may be obtained by contacting the Registrar or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together or in the same envelope.

3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

4. Your proxy will vote or abstain from voting as he/she thinks fit on any other business which may properly come before the Meeting. If you tick the abstain your vote will not be counted in computing the required majority.

5. In the case of joint shareholders, any of the shareholders may vote in respect of their holdings but, where more than one is present at the Meeting, only the first-named in the share register present at the Meeting in person or by proxy shall be entitled to vote.

6. To be effective, this form should be completed and returned so as to reach Equiniti Limited not later than 48 hours before the time appointed for the Meeting or any adjourned Meeting.

7. In the case of a corporation this form must be executed under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation.

8. If this form of proxy is executed under a power of attorney, the power of attorney or authority under which it is signed, or a notarially certificated copy of such power or authority, must be deposited at Equiniti Limited at the address given overleaf, together with this form of proxy.

9. The lodging of this form of proxy will not preclude you from attending and voting at the Meeting in person.

10. If you hold shares through CREST you may, if you wish, register your proxy appointment electronically using the CREST electronic proxy appointment service. A proxy appointment made electronically will not be valid if sent to any address other than that provided or if received after 2.30pm on 7 September 2016. For details on how to use the CREST service please refer to the Notice of Annual General Meeting. Please note that any electronic communication found to contain a computer virus will not be accepted.

11. Any alterations made to this form should be initialled.

12. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

13. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.30pm on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

If you wish, you may return the proxy card in an envelope to FREEPOST RTHJ-CLLL-KBKU, Equiniti Limited, Aspect House, Spender Road, Lancing, BN99 8LU.