THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your Ordinary Shares in Premier Global Infrastructure Trust PLC (the "Company"), please send this document, together with the accompanying 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 delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain these documents.

PREMIER GLOBAL INFRASTRUCTURE TRUST PLC

(Incorporated in England and Wales with registered no. 04897881)

Proposed Related Party Transaction and Notice of General Meeting

Sponsor

Nplus1 Singer Advisory LLP

This document should be read as a whole in conjunction with the accompanying Form of Proxy and the definitions set out in this document. Your attention is drawn to the letter from the Chairman of the Audit Committee which is set out on pages 5 to 7 of this document and the recommendation in respect of the Resolution to be proposed at the General Meeting referred to below.

Notice of a general meeting of Premier Global Infrastructure Trust PLC to be held at 11.00 a.m. on 15 January 2020 at the offices of Premier Fund Managers Limited, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE is set out on pages 15 and 16 of this document. Details of the action you are recommended to take are set out on page 6 of this document. Whether or not you plan to attend the General Meeting, please complete the enclosed Form of Proxy and return it in accordance with the instructions printed on it as soon as possible, but in any event so as to be received by the Company's registrars, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom, by no later than 11.00 a.m. on 13 January 2020 (or, in the case of any adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting). Alternatively, if you hold Ordinary Shares in uncertificated form, you may also appoint a proxy by completing and transmitting a CREST proxy instruction in accordance with the procedures set out in the CREST Manual, ensuring that it is received by Link Asset Services by no later than 11.00 a.m. on 13 January 2020 (or in the case of any adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy or the appointment of a proxy or proxies through CREST will not prevent you from attending, speaking and voting at the General Meeting, or at any adjournment of such meeting, in person should you wish to do so.

No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting solely for the Company in relation to the matters set out in this document (the "Transaction") and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Transaction or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed upon N+1 Singer by the Financial Services and Markets Act 2000, as amended ("FSMA"), or the regulatory regime established thereunder, N+1 Singer does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Transaction and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. N+1 Singer accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to in this document) which it might otherwise have in respect of this document or any such statement.

Expected Timetable of Principal Events ... 3
Directors, Company Secretary and Advisers ... 4
Part I Letter from the Chairman of the Audit Committee ... 5
Part II Business of the General Meeting ... 8
Part III Additional information ... 11
Part IV Definitions ... 13
Part V Notice of General Meeting ... 15
Form of Shareholders' Deed of Release ... 19
Form of Directors' Deed of Release ... 21
Schedule ... 23

Expected Timetable of Principal Events

	Time and Date
Publication of this document	10 December 2019
Latest time for receipt of individual Forms of Proxy for General Meeting	11.00 a.m. on 13 January 2020
Voting record date	Close of business on 13 January 2020
General Meeting	11.00 a.m. on 15 January 2020

Future times and dates are indicative only and are subject to change by the Company. If the expected timetable of events changes from the above, the Company will release an announcement to this effect.

References to time in this document are to London time.

Directors, Company Secretary and Advisers

Directors

Gillian Nott OBE (Chairman)
Melville Trimble (Chairman of the Audit Committee)
Victoria Muir (Non-Executive Director)

Company Secretary

Premier Portfolio Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE

Sponsor

Nplus1 Singer Advisory LLP
One Bartholomew Lane
London EC2N 2AX

Lawyers

Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 75H

Registrar

Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Alternative Investment Fund Manager

Premier Portfolio Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE

Investment Manager

Premier Fund Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE

Custodian and Depositary

Northern Trust Global Services SE
50 Bank Street
Canary Wharf
London E14 5NT

Part I
Letter from the Chairman of the Audit Committee
PREMIER GLOBAL INFRASTRUCTURE TRUST PLC
(Incorporated in England and Wales, with registered no. 04897881)

Directors:
Gillian Nott OBE (Chairman)
Melville Trimble (Chairman of the Audit Committee)
Victoria Muir (Non-executive Director)

Registered Office:
Eastgate Court
High Street
Guildford
Surrey GU1 3DE

10 December 2019

Dear Shareholder,

NOTICE OF GENERAL MEETING AND PROPOSED RELATED PARTY TRANSACTION

Introduction

Your Board has become aware of a technical issue in respect of the payment of certain historic dividends. While the Company at all times had sufficient distributable reserves to pay these dividends, the Company made a procedural error by failing to file interim accounts at Companies House to support them. Therefore, regrettably, the dividends were not made in accordance with applicable law.

As a result, the Company has been advised that it may have claims against past and present shareholders who were recipients of these dividends and against persons who were directors of the Company at the time they were paid.

In order to ensure that the Company cannot make any such claims, and to put these parties (so far as possible) in the position in which they were always intended to be had the dividends been properly made, the Company is convening a general meeting at which it will put forward the Resolution, as set out in this document. The full text of the Resolution is set out in the notice convening the general meeting in Part V of this document. However, you are advised to read this document in its entirety.

The cost of these proposals will be met by the Company's Custodian and Depositary, Northern Trust Global Services SE, and will not be borne by the Company or its shareholders.

As explained in more detail below, my fellow Directors are considered related parties under the Listing Rules in connection with these proposals. Accordingly, as the sole Director of the Company that is not an interested related party, I am writing to you today to explain the proposals and the action you are being asked to take as shareholders.

Background

As noted above, the Board has become aware of a technical issue in respect of the payment of certain historic dividends paid by the Company in the financial years ended 31 December 2015, 2016, 2017 and 2018. The relevant distributions affected by this issue are set out in paragraph 1 of Part II of this document (the "Relevant Distributions").

The Act provides that a public company may pay a dividend out of its distributable profits as shown in the last accounts circulated to members or, if interim accounts are used, those that have been filed at Companies House. The requirement for the relevant accounts to have been filed applies even if the company in question has sufficient distributable profits and reserves at the relevant time.

The Company has always filed its statutory accounts on time in accordance with the requirements of the Act and at all times had sufficient profits and other distributable reserves to pay the Relevant Distributions, as shown by the accounts at the relevant time.

However, the Company did not file interim accounts at Companies House to support the payment of the Relevant Distributions. At the time of each payment, the Company's previously filed year-end accounts¹ did not show sufficient distributable reserves (despite the Company having sufficient distributable reserves when the payments were made).

In each case, this constituted a procedural breach of section 838(6) of the Act. Therefore, regrettably, the Relevant Distributions were made otherwise than in accordance with the Act.

The purpose of this document is to convene a General Meeting to propose the Resolution, which will, if passed, give the Board authority to enter into the deeds of release described in Part II of this document and put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Distributions been made in accordance with the procedural requirements of the Act.

The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the Act, it may have claims against past and present shareholders who were recipients of the Relevant Distributions and against persons who were directors of the Company at the time of payment of the Relevant Distributions. It is therefore proposed that the Company enters into the Shareholders' Deed of Release and the Directors' Deed of Release. The consequence of the entry into these deeds by the Company is that the Company will be unable to make any claims against:

(i) past and present shareholders of the Company who were recipients of Relevant Distributions (the "Recipient Shareholders"); or
(ii) past and present directors of the Company who were directors at the time a Relevant Distribution was made, being the Company's current Chairman, Gillian Nott, and current Non-Executive Director, Victoria Muir, together with the following former directors of the Company: Geoffrey Burns, Ian Graham, Kasia Robinski, Michael Wigley and Charles Wilkinson (the "Relevant Directors"),

in each case in respect of the payment of the Relevant Distributions otherwise than in accordance with the Act.

The entry by the Company into the Directors' Deed of Release constitutes a related party transaction (as defined in the Listing Rules) as Gillian Nott, Victoria Muir and Kasia Robinski are considered related parties under the Listing Rules (being persons who are, or were within the last 12 months, directors of the Company) and each of them is a beneficiary of the deed. Therefore, the Resolution will seek the specific approval of the Company's shareholders for the entry into the Directors' Deed of Release as a related party transaction, in accordance with the requirements of the Listing Rules.

Further details and an explanation of the business of the General Meeting and the related party transaction are set out in Part II of this document.

Notice of General Meeting

A notice of General Meeting of the Company which will be held at the offices of Premier Fund Managers Limited, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE at 11.00 a.m. on 15 January 2020 can be found in Part V of this document.

You are advised to read the whole of this document, including the Notice, and not to rely solely on the information contained in this letter.

Proxy voting

Whether or not you will be attending the General Meeting, I would urge you to complete, sign and return the accompanying Form of Proxy to the Company's registrars, Link Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom, as soon as possible and, in any event, so as to arrive by no later than 11.00 a.m. on 13 January 2020. Further details are given in the notes to the Notice set out on pages 17 and 18 of this document. Completion and return of the Form of Proxy will not preclude shareholders from attending and voting in person at the General Meeting, should they so wish. The attention of corporate shareholders wishing to appoint more than one corporate representative is drawn to note 16 to the Notice set out on page 18 of this document.

This letter is also being sent to those who have been nominated to receive information rights under section 146 of the Act who do not themselves have a right to appoint a proxy or proxies. The attention of such nominated persons is drawn to note 17 to the Notice set out on page 18 of this document.

¹ In respect of the Relevant Distributions paid in 2015, the annual report and accounts for the year ended 31 December 2014; in respect of the Relevant Distributions paid in 2016, the annual report and accounts for the year ended 31 December 2015; in respect of the Relevant Distributions paid in 2017, the annual report and accounts for the year ended 31 December 2016; and, in respect of the Relevant Distributions paid in 2018, the annual report and accounts for the year ended 31 December 2017.

Recommendation

Given the interest of the Board in the Resolution, and as required by the Listing Rules, the Board has not considered whether the Resolution is in the best interests of the Company. Accordingly, the Board cannot recommend that shareholders vote in favour of the Resolution, but recommends that shareholders vote on it. However, the Board has been advised by N+1 Singer, in its capacity as the Company's Sponsor, that (i) the waiver of claims against the Relevant Directors pursuant to the Resolution and (ii) the entry into each of the Directors' Deed of Release and the Shareholders' Deed of Release, are fair and reasonable so far as the shareholders of the Company are concerned.

As related parties under the Listing Rules, Gillian Nott, Victoria Muir and Kasia Robinski are precluded from voting on the Resolution. Therefore, they have undertaken to abstain, and to take all reasonable steps to ensure that their associates abstain, from voting on the Resolution. As at 9 December 2019 (being the latest practicable date before the publication of this document), Gillian Nott and Victoria Muir held a total of 15,000 and 2,500 Ordinary Shares in the capital of the Company, respectively, representing approximately 0.08 and 0.01 per cent. of the Company's existing ordinary share capital, respectively, and Kasia Robinski held no Ordinary Shares.

In accordance with current best practice and to ensure voting accurately reflects the views of shareholders, it will be proposed at the General Meeting that voting on the Resolution will be conducted by poll vote rather than by a show of hands and the relevant procedures will be explained at the meeting.

If the Resolution is not passed, the Company may continue to have claims against the Relevant Directors and Recipient Shareholders.

The Board has taken steps to ensure that, in future, the issues referred to in this document do not arise in relation to the payment of dividends. We are grateful for shareholders' understanding in respect of the issues set out in this document.

On behalf of the Board, thank you for your continued support of the Company.

Yours sincerely

Melville Trimble
Chairman of the Audit Committee

Part II
Business of the General Meeting

1 The Relevant Distributions

1.1 The Board has become aware of a technical issue in respect of the Company's procedures for the payment of the following dividends (the "Relevant Distributions"):

1.1.1 the additional interim dividend of 0.75 pence per Ordinary Share paid on 30 September 2015;
1.1.2 the third interim dividend for 2015 of 1.90 pence per Ordinary Share paid on 31 December 2015;
1.1.3 the additional interim dividend of 0.75 pence per Ordinary Share paid on 31 December 2015;
1.1.4 the first interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 June 2016;
1.1.5 the second interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 September 2016;
1.1.6 the third interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 December 2016;
1.1.7 the second interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 September 2017;
1.1.8 the third interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 December 2017;
1.1.9 the second interim dividend for 2018 of 3.00 pence per Ordinary Share paid on 28 September 2018; and
1.1.10 the third interim dividend for 2018 of 2.50 pence per Ordinary Share paid on 28 December 2018.

1.2 This issue, which is described in Part I of this document, resulted in the Relevant Distributions being made otherwise than in accordance with the Act.
1.3 This issue only affected the Relevant Distributions and did not affect any other distributions made by the Company in the relevant financial years.

2 Consequences of the Relevant Distributions having been made otherwise than in accordance with the Act

2.1 The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the Act, it may have claims against past and present shareholders who were recipients of Relevant Distributions and against persons who are now, or were at the time of payment of a Relevant Distribution, directors of the Company.
2.2 The Board notes, however, that the Company has no intention of bringing any such claims.

3 Shareholder Resolution

3.1 In order to remedy the potential consequences of the Relevant Distributions having been made otherwise than in accordance with the Act and to put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Distributions been made in accordance with the requirements of the Act, the Company is proposing the Resolution, the full text of which is set out in the Notice in Part V of this document.
3.2 If passed, the effect of the Resolution, which will be proposed as a special resolution, will be to:

3.2.1 authorise the appropriation of the distributable profits of the Company to the payment of each of the Relevant Distributions, together having a value of £3.33 million;
3.2.2 waive any and all claims which the Company has or may have in respect of the payment of the Relevant Distributions against its shareholders who appeared on the register of shareholders on the relevant record date for each Relevant Distribution (or the personal representatives and their successors in title of the estate of any deceased shareholders), such waiver to be effected by way of the entry by the Company into the Shareholders' Deed of Release; and
3.2.3 waive any and all claims which the Company may have against the Relevant Directors and the personal representatives (and their successors in title) of the estate of any Relevant Director, such waiver to be effected by way of the entry by the Company into the Directors' Deed of Release.

3.3 The approach that the Company is proposing by way of the Resolution is consistent with the approach taken by other companies incorporated in the United Kingdom whose shares are admitted to the Official List and to trading on the Main Market of the London Stock Exchange and that have also made distributions otherwise than in accordance with the Act, having failed to comply with the procedural requirements to file relevant accounts specifically prepared for the purposes of the payment of a dividend or other distribution.

4 The authorisation of the appropriation of the Company's distributable profits and the Shareholders' Deed of Release

4.1 The approach that the Company is proposing involves the authorisation of the appropriation of the distributable profits of the Company to the payment of each of the Relevant Distributions. As a matter of common law, it is necessary for the appropriation of distributable profits to be approved by shareholders.

4.2 The Company has been advised that it is also preferable for shareholders to approve the Company's entry into the Shareholders' Deed of Release, since the release of those past and present shareholders who appeared on the register of members on the record date for each of the Relevant Distributions (or their personal representatives (and their successors in title) if they are deceased) from any and all claims which the Company has or may have in respect of the payment of the Relevant Distributions will, insofar as those persons remain shareholders of the Company, comprise a benefit to shareholders tantamount to a distribution.

4.3 The proposed authorisation of the appropriation of the Company's distributable profits to the payment of the Relevant Distributions and the entry by the Company into the Shareholders' Deed of Release will not, however, have any effect on the Company's financial position. This is because the aggregate amount of the Relevant Distributions is equal to and offset by the release of each Recipient Shareholder from the liability to repay the amount already paid, and the Company will not be required to make any further payments to shareholders in respect of the Relevant Distributions.

4.4 In addition, the Company has not recorded or disclosed the potential right to make claims against Recipient Shareholders as an asset or a contingent asset in its financial statements. Under the Company's IFRS accounting policies, it could only record such a right as an asset when an inflow of economic benefits in favour of the Company as a result of such claim or claims being brought was virtually certain. The value of any economic benefit which the Company may derive from bringing claims against the Recipient Shareholders is uncertain (and, in any case, incapable of reliable estimation) on the basis that it may be possible for the Recipient Shareholders to establish defences to any such claims and there can be no certainty as to the amounts which could be recovered by the Company.

4.5 In addition, under IFRS, a contingent asset is required to be disclosed only when an inflow of economic benefits in favour of the Company is probable. The Board has concluded that any inflow of economic benefits as a result of such claims is less than probable.

4.6 Accordingly, the Company's entry into the Shareholders' Deed of Release will not result in any change in the Company's net assets or the level of its distributable reserves.

5 The Directors' Deed of Release

5.1 The entry by the Company into the Directors' Deed of Release and consequential waiver of any rights of the Company to make claims against the Relevant Directors and the personal representatives (and their successors in title) of any deceased Relevant Directors in respect of the Relevant Distributions, constitutes a related party transaction (as defined in the Listing Rules). This is because Gillian Nott and Victoria Muir are current directors of the Company and Kasia Robinski was a director within the last 12 months, making each of them a related party for the purposes of the Listing Rules. As a result, the Resolution must be approved by the Company's shareholders who are not interested related parties. Accordingly, Gillian Nott, Victoria Muir, Kasia Robinski and their associates are precluded from voting on the Resolution and Gillian Nott, Victoria Muir and Kasia Robinski have undertaken to abstain, and to take all reasonable steps to ensure that their associates abstain, from voting on the Resolution.

5.2 The entry by the Company into the Directors' Deed of Release will not have any effect on the Company's financial position because, as with the position in relation to the Relevant Distributions and potential claims against past and present shareholders, the Company has not recorded or disclosed its right potentially to make claims against the Relevant Directors in respect of the Relevant Distributions as an asset or contingent asset of the Company.

5.3 Again, under the Company's IFRS accounting policies, it could only record such a right as an asset when an inflow of economic benefits in favour of the Company as a result of such claim or claims being brought was virtually certain. The value of any economic benefit which the Company may derive from bringing claims against Relevant Directors is uncertain (and, in any case, incapable of reliable estimation) on the basis that past and present directors would be entitled to seek the court's relief against such claims and there can be no certainty as to the amounts (if any) which could be recovered by the Company.

5.4 In addition, under IFRS, a contingent asset is required to be disclosed only when an inflow of economic benefits in favour of the Company is probable, i.e. more likely than not to occur. The Board has concluded that any inflow of economic benefits as a result of such claims is less than probable.

5.5 Therefore, the Company's entry into the Directors' Deed of Release does not involve the disposition of any recognised asset or contingent asset by the Company in favour of past or present directors.

5.6 As explained above, the entry by the Company into the Directors' Deed of Release constitutes a related party transaction (as defined in the Listing Rules). Therefore, the Resolution will also seek the specific approval of the Company's shareholders of the entry into the Directors' Deed of Release as a related party transaction, in accordance with the requirements of the Listing Rules.

6 The tax position of UK shareholders

6.1 The Company has drawn the attention of HM Revenue & Customs ("HMRC") to the circumstances surrounding the payment of the Relevant Distributions and to the steps that are now proposed to address the position. HMRC has confirmed that the tax position of UK resident shareholders generally is not expected to be affected by any procedural irregularity in the Relevant Distributions. Therefore, based on HMRC's current understanding, the passing of the Resolution is not expected to affect the UK tax position of such persons.

6.2 Any UK resident shareholder who has any doubt about his, her or its tax position should consult an independent professional adviser.

7 The tax position of non-UK shareholders

7.1 The Company has not sought and does not intend to seek confirmation from any tax authority outside the UK similar to the confirmation obtained from HMRC referred to in paragraph 6 above.

7.2 If any non-UK resident shareholder has any doubts about his or her tax position, he or she should consult an independent professional adviser.

8 Other information

8.1 The share capital of the Company as at 9 December 2019 (being the latest practicable date before the publication of this document) comprises 18,088,480 Ordinary Shares, of which none are held in treasury.

8.2 Copies of the final forms of the Shareholders' Deed of Release and the Directors' Deed of Release are contained on pages 19 to 22 of this document and available on the Company's website (www.premierfunds.co.uk/premier-global-infrastructure-trust-plc) and in hard copy during normal business hours on any weekday (except for Saturdays, Sundays and public holidays) at the registered office of the Company up to the time of the General Meeting. Copies will also be available at the place of the General Meeting until the conclusion of the General Meeting.

Part III
Additional information

1 The Company

1.1 The Company was incorporated and registered in England and Wales on 12 September 2003 with registered number 4897881 as a public limited company under the name Premier Utilities Trust PLC.

1.2 On 2 May 2008, the Company changed its name to Premier Energy and Water Trust PLC and, on 1 November 2017, the Company changed its name to Premier Global Infrastructure Trust PLC.

1.3 The Company's registered office is Eastgate Court, High Street, Guildford, Surrey, GU1 3DE (tel. +44 (0) 207 982 2725). The principal legislation under which the Company operates is the laws of England and Wales.

1.4 The Company's website address is www.premierfunds.co.uk/premier-global-infrastructure-trust-plc. The information contained in the Company's website does not form part of this circular, save to the extent that such information has been expressly incorporated by reference into this circular.

2 Related party disclosures

2.1 Gillian Nott, Victoria Muir and Kasia Robinski are beneficiaries of the Directors' Deed of Release. Gillian Nott and Victoria Muir are related parties for the purposes of the Listing Rules as they are directors of the Company, and Kasia Robinski is a related party as she was a director of the Company within the last 12 months.

2.2 As at 9 December 2019 (being the latest practicable date before the date of this document), Gillian Nott and Victoria Muir held 15,000 and 2,500 Ordinary Shares in the capital of the Company (including shares held by connected persons), respectively, representing approximately 0.08 and 0.01 per cent. of the Company's issued share capital on that date, respectively, and Kasia Robinski held no Ordinary Shares.

2.3 As non-executive directors, neither Gillian Nott nor Victoria Muir has a service contract with the Company, nor are any such contracts proposed, their appointments each having been made pursuant to a letter of appointment entered into with the Company. Similarly, Kasia Robinski (who retired from her role as non-executive director in April 2019) did not enter into a service contract with the Company, having also been appointed pursuant to a letter of appointment.

Under their letters of appointment, Gillian Nott and Victoria Muir each receive an annual fee and are reimbursed for reasonable expenses. Gillian Nott's annual fee is currently £26,000 and Victoria Muir's annual fee is £18,000. For the last full financial year, Kasia Robinski's annual fee was £20,000.

Gillian Nott and Victoria Muir's appointments can be terminated in accordance with the Articles and without compensation. They are subject to retirement by rotation in accordance with the Articles. There is no notice period specified in either of their letters of appointment or the Articles for their removal as Directors. The Articles provide that the office of Director shall be terminated by, among other things: (i) written resignation; (ii) unauthorised absences from board meetings for six consecutive months or more; or (iii) written request of all of the other Directors.

2.3 Save as set out in this document, the Company has not entered into any related party transactions with Gillian Nott, Victoria Muir or Kasia Robinski.

3 Major shareholders

In so far as is known to the Company, as at the date of this document, the following persons were interested, directly or indirectly, in three per cent. or more of the voting rights attaching to the Ordinary Shares:

Name	Number of Ordinary Shares at date of notification	Percentage of voting rights
Philip J Milton & Company plc	1,798,827	9.94%
Premier Fund Managers Limited	1,200,000	6.63%

4 Material contracts

There are no material contracts to which the Company or any member of the Group is a party which contain information that shareholders of the Company would reasonably require to make a properly informed assessment of how to vote.

5 Significant change

On 27 September 2019, the Company paid a second interim dividend for the year ending 31 December 2019 of 2.50 pence per Ordinary Share. On 22 October 2019, the Company announced a third interim dividend for the year ending 31 December 2019 of 2.50 pence per Ordinary Share, to be paid on 27 December 2019.

Other than as disclosed above, there has been no significant change in the financial position of the Group since 30 June 2019, being the end of the last financial period for which interim financial information has been published.

6 Consent

N+1 Singer has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they are given.

7 Documents available for inspection

In addition to this document, the following documents will be available for inspection on the Company's website at www.premierfunds.co.uk/premier-global-infrastructure-trust-plc and, during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays), at the Company's registered office at Eastgate Court, High Street, Guildford, Surrey, GU1 3DE, from the date of this document up to and including the date of the General Meeting:

7.1 the Company's articles of association;
7.2 the Shareholders' Deed of Release;
7.3 the Directors' Deed of Release; and
7.4 the written consent referred to in paragraph 6 of this Part III.

Part IV Definitions

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

Act
the Companies Act 2006

Board of Directors
the board of directors of the Company

Company
Premier Global Infrastructure Trust PLC

CREST
the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument

CREST Manual
the rules governing the operation of CREST as published by Euroclear

Directors
the current directors of the Company, being Gillian Nott, Melville Trimble and Victoria Muir

Directors' Deed of Release
a deed of release by which the Company waives any rights to make claims against the Relevant Directors in respect of the Relevant Distributions, substantially in the form set out in Part V of this document

Euroclear
Euroclear UK & Ireland Limited

FCA Handbook
the FCA's Handbook of Rules and Guidance

Financial Conduct Authority or FCA
the Financial Conduct Authority of the United Kingdom

Form of Proxy
the personalised form of proxy enclosed with this document for use by shareholders in connection with the General Meeting

FSMA
the Financial Services and Markets Act 2000, as amended

General Meeting
the general meeting of the Company, to be held at the offices of Premier Fund Managers Limited, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE at 11.00 a.m. on 15 January 2020, or any adjournment thereof, notice of which is set out in Part V of this document

Group
the Company and its wholly-owned subsidiary, PGIT Securities 2020 PLC

HMRC
Her Majesty's Revenue & Customs

IFRS
the International Financial Reporting Standards promulgated by the International Accounting Standards Board (which includes standards and interpretations approved by the International Accounting Standards Board and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, as adopted by the European Union

Listing Rules
the listing rules made by the FCA under Part VI of FSMA (as set out in the FCA Handbook), as amended

N+1 Singer
Nplus1 Singer Advisory LLP

Notice
the Notice of General Meeting set out in Part V of this document

Official List
the list of securities admitted to listing and maintained by the Financial Conduct Authority in accordance with Part VI of the Financial Services and Markets Act 2000

Ordinary Shares
ordinary shares of 1 penny each in the capital of the Company

Recipient Shareholder
a shareholder of the Company who has received the Relevant Distribution

Relevant Directors
the following current and former directors of the Company: Gillian Nott, Victoria Muir, Geoffrey Burns, Ian Graham, Kasia Robinski, Michael Wigley and Charles Wilkinson

Relevant Distributions
has the meaning given to it in paragraph 1 of Part II of this document

Resolution
the resolution to be proposed at the General Meeting, the full text of which is set out in the notice of General Meeting set out in Part V of this document

Shareholders' Deed of Release
a deed of release in favour of all shareholders who appeared on the register of members on the record date for one or more Relevant Distributions from any and all claims which the Company has or may have in respect of the payment of the Relevant Distributions, substantially in the form set out in Part V of this document

Sponsor
Nplus1 Singer Advisory LLP, being approved under section 88 of the Financial Services and Markets Act 2000, as a sponsor

Part V
Notice of General Meeting

PREMIER GLOBAL INFRASTRUCTURE TRUST PLC

(Incorporated in England and Wales, with registered no. 04897881)

NOTICE IS HEREBY GIVEN that a general meeting of Premier Global Infrastructure Trust PLC (the "Company") will be held at the offices of Premier Fund Managers Limited, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE on 15 January 2020 at 11.00 a.m. to consider and, if thought fit, pass the following resolution as a special resolution (requiring a 75 per cent. majority). Voting on this resolution will be by way of poll.

Special Resolution

1 That:

1.1 the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the financial year ended 31 December 2015) to the payment of the additional interim dividend of 0.75 pence per Ordinary Share paid on 30 September 2015, the third interim dividend for 2015 of 1.90 pence per Ordinary Share paid on 31 December 2015 and the additional interim dividend of 0.75 pence per Ordinary Share paid on 31 December 2015 (the "2015 Relevant Distributions") be and is authorised (by reference to the same record dates as the original accounting entries for the 2015 Relevant Distributions);

1.2 the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the financial year ended 31 December 2016) to the payment of the first interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 June 2016, the second interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 September 2016 and third interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 December 2016 (the "2016 Relevant Distributions") be and is authorised (by reference to the same record dates as the original accounting entries for the 2016 Relevant Distributions);

1.3 the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the financial year ended 31 December 2017) to the payment of the second interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 September 2017 and the third interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 December 2017 (the "2017 Relevant Distributions") be and is authorised (by reference to the same record dates as the original accounting entries for the 2017 Relevant Distributions);

1.4 the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the financial year ended 31 December 2018) to the payment of the second interim dividend for 2018 of 3.00 pence per Ordinary Share paid on 28 September 2018 and the third interim dividend for 2018 of 2.50 pence per Ordinary Share paid on 28 December 2018 (the "2018 Relevant Distributions" and, together with the 2015 Relevant Distributions, the 2016 Relevant Distributions and the 2017 Relevant Distributions, the "Relevant Distributions") be and is authorised (by reference to the same record dates as the original accounting entries for the 2018 Relevant Distributions);

1.5 any and all claims which the Company has or may have arising out of or in connection with the payment of the Relevant Distributions against its shareholders who appeared on the register of shareholders on the relevant record date for a Relevant Distribution (or the personal representatives and their successors in title (as appropriate) of a shareholder's estate if he or she is deceased) be waived and released, and a deed of release in favour of such shareholders (or the personal representatives and their successors in title (as appropriate) of a shareholder's estate if he or she is deceased) be entered into by the Company in the form produced to the General Meeting and initialled by the Chairman for the purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company; and

1.6 any and all claims which the Company has or may have against the Relevant Directors or the personal representatives and their successors in title (as appropriate) of his or her estate if such Relevant Director is deceased, arising out of or in connection with the approval, declaration or payment of the Relevant Distributions be waived and released and that a deed of release in favour of each of such Relevant Directors (or the personal representatives and their successors in title of his or her estate if such Relevant Director is deceased), be entered into by the Company in the form produced to the General Meeting and initialled by the Chairman for purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company.

Unless otherwise defined herein, capitalised terms used in this notice shall have the same meaning given to them in the circular to shareholders dated 10 December 2019 of which this notice forms part.

By Order of the Board

Premier Portfolio Managers
Limited
Company Secretary

Registered Office:
Eastgate Court
High Street
Guildford
Surrey GU1 3DE

Dated: 10 December 2019

Notes:

Members are entitled to appoint a proxy/proxies to exercise all or any of the rights to attend, speak and vote on their behalf at the General Meeting. A proxy need not also be a shareholder of the Company and may vote on any other business which may properly come before the General Meeting. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. A person who appoints as their proxy someone other than the Chairman is responsible for ensuring that the proxy attends the General Meeting and is aware of the voting intention of the member. If no voting instruction is given, the proxy has discretion on whether and how to vote. 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, the senior holder being the first named of the joint holders to appear in the Company's share register.
To be valid, the form of proxy must be completed and lodged with Link Asset Services not later than 11.00 a.m. on 13 January 2020 (or 48 hours, excluding non-working days, before any adjourned meeting). If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. A proxy should be submitted by post on the enclosed form of proxy which is pre-paid. Return of a completed proxy form or any CREST proxy instruction (as described below) will not prevent a member attending the General Meeting and voting in person if he/she wishes to do so. Further details relating to proxies are set out in the notes on the enclosed form of proxy.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic appointment service may do so for the General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual (available via 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.
In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (CREST proxy instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of General Meeting. For this purpose, the time of receipt shall be taken as the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent 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.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. 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 is necessary to ensure that a message is transmitted by means of the CREST system by a particular time. In this connection, CREST members and, where applicable, CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The "vote withheld" option is to enable shareholders to abstain on any particular resolution. This is not a vote in law and will not be counted in the votes "for" or "against" any resolution.
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.
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions. Any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact the Company's registrars, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any authority under which the revocation notice is executed or a copy of the authority certified notarially) must be included with the revocation notice.

10 The revocation notice must be received by Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom not later than 11.00 a.m. on 13 January 2020 (or 48 hours, excluding non-working days, before any adjourned meeting).

11 If you attempt to revoke your proxy appointment but the revocation is received after the time specified then your proxy appointment will remain valid.

12 The Company specifies that in order to have the right to attend and vote at the General Meeting (and in accordance with the Company's articles of association and pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001) and also for the purpose of determining how many votes a person entitled to attend and vote may cast, a person must be entered on the register of members of the Company as at close of business on 13 January 2020 or, in the event of any adjournment, as at close of business on the date which is two days before the day of the adjourned General Meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.

13 All of the Ordinary Shares carry one vote each and there are no Ordinary Shares held in treasury. On a vote by a show of hands every member who is present has one vote and every proxy present who has been duly appointed by a member entitled to vote has one vote. On a poll vote every member who is present in person or by proxy has one vote for every Ordinary Share they hold.

14 Members wishing to attend the General Meeting in person should sign their attendance card and hand it in on arrival.

15 Any member attending the General Meeting has the right to ask questions. The Company must cause to be answered any such questions 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 good order of the General Meeting that the question be answered.

16 A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. It is no longer necessary to nominate a designated corporate representative.

17 The right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Companies Act 2006. Persons nominated to receive information rights under that section who have been sent a copy of this Notice are informed that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for the purposes of this General Meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member on the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.

18 The total issued share capital of the Company as at 9 December 2019 (being the latest practicable date before the publication of this Notice) was 18,088,480 Ordinary Shares carrying one vote each, with no Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company on 9 December 2019 was 18,088,480.

19 Copies of the final forms of the Shareholders' Deed of Release and the Directors' Deed of Release are available on the Company's website (www.premierfunds.co.uk/premier-global-infrastructure-trust-plc) or in hard copy during normal business hours on any weekday (except for Saturdays, Sundays and public holidays) at the registered office of the Company up to the time of the General Meeting. Copies will also be available at the place of the General Meeting until the conclusion of the General Meeting.

20 The Chairman will propose that voting on the resolution at the General Meeting will be conducted by poll vote rather than by a show of hands, ensuring that every vote is recognised and giving a more accurate reflection of the views of members. The relevant procedures will be explained at the General Meeting.

21 The contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the General Meeting, the total voting rights that members are entitled to exercise at the General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will be available on the Company's website (www.premierfunds.co.uk/premier-global-infrastructure-trust-plc).

22 Shareholders are advised that unless otherwise specified, the telephone numbers, website and email addresses set out in this Notice or proxy forms are not to be used for the purpose of serving information or documents on the Company, including the service of documents or information relating to proceedings at the Company's General Meeting.

23 The results of the General Meeting will be posted on the Company's website (www.premierfunds.co.uk/premier-global-infrastructure-trust-plc) after the General Meeting.

Form of Shareholders' Deed of Release

Deed Poll

This Deed Poll is made on 15 January 2020

Whereas:

(A) As explained in the Notice of General Meeting addressed to the shareholders of the Company dated 10 December 2019 that is appended to this deed poll (the "GM Notice"), the board of directors of the Company has become aware of a technical issue in respect of the Company's procedures for the payment of the following dividends (the "Relevant Distributions"):

the additional interim dividend of 0.75 pence per Ordinary Share paid on 30 September 2015;
the third interim dividend for 2015 of 1.90 pence per Ordinary Share paid on 31 December 2015;
the additional interim dividend of 0.75 pence per Ordinary Share paid on 31 December 2015;
the first interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 June 2016;
the second interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 September 2016;
the third interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 December 2016;
the second interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 September 2017;
the third interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 December 2017;
the second interim dividend for 2018 of 3.00 pence per Ordinary Share paid on 28 September 2018; and
the third interim dividend for 2018 of 2.50 pence per Ordinary Share paid on 28 December 2018.

(B) The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the Companies Act 2006, it may have claims against past and present shareholders who were recipients of the Relevant Distributions (or their personal representatives (and their successors in title) if they are deceased) (the "Recipient Shareholders").

This Deed Poll witnesses as follows:

1 Release

The Company unconditionally and irrevocably waives and releases each of the Recipient Shareholders from any and all liability that any such Recipient Shareholder has or may have to the Company and all claims and demands the Company has or may have against each of them in connection with receipt by them of all or part of the Relevant Distributions.

2 Governing law

This deed poll is governed by English law. Any non-contractual obligations arising out of or in connection with this deed poll shall be governed by English law.

In witness of which this deed poll has been executed and has been delivered on the date which appears first on page 1.

Executed as a deed by Premier Global Infrastructure Trust PLC acting by [two directors] [or] [one director and the company secretary]:

Director

signature

print name

Director/ Secretary

print name

Form of Directors' Deed of Release

Deed Poll

This Deed Poll is made on 15 January 2020

BY Premier Global Infrastructure Trust PLC (registered number 04897881) whose registered office is at Eastgate Court, High Street, Guildford, Surrey, GU1 3DE (the "Company") in favour of certain current and former directors of the Company, whose names are set out in the schedule to this deed (the "Relevant Directors") (or the personal representatives and their successors in title (as appropriate) of his or her estate if such Relevant Director is deceased).

Whereas:

the additional interim dividend of 0.75 pence per Ordinary Share paid on 30 September 2015;
the third interim dividend for 2015 of 1.90 pence per Ordinary Share paid on 31 December 2015;
the additional interim dividend of 0.75 pence per Ordinary Share paid on 31 December 2015;
the first interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 June 2016;
the second interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 September 2016;
the third interim dividend for 2016 of 1.90 pence per Ordinary Share paid on 30 December 2016;
the second interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 September 2017;
the third interim dividend for 2017 of 1.90 pence per Ordinary Share paid on 29 December 2017;
the second interim dividend for 2018 of 3.00 pence per Ordinary Share paid on 28 September 2018; and
the third interim dividend for 2018 of 2.50 pence per Ordinary Share paid on 28 December 2018.

(B) The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the Companies Act 2006, it may have claims against each of the Relevant Directors (or the personal representatives and their successors in title (as appropriate) of his or her estate if such Relevant Director is deceased).

(C) Pursuant to the Resolution set out in the GM Notice and duly passed by the Company's shareholders in a general meeting on 15 January 2020, the Company proposes to waive and release any and all claims which it has or may have in respect of the Relevant Distribution against each of the Relevant Directors (or the personal representatives and their successors in title (as appropriate) of his or her estate if such Relevant Director is deceased) and wishes to enter into this deed poll in favour of the Relevant Directors and the personal representatives and their successors in title of the estate of any deceased Relevant Directors in order to effect the same.

This Deed Poll witnesses as follows:

1 Release

The Company unconditionally and irrevocably waives and releases each of the Relevant Directors or the personal representatives and their successors in title (as appropriate) of his or her estate if such Relevant Director is deceased from any and all liability that any of them has or may have to the Company and all claims and demands the Company has or may have against each of them, including, without limitation, any derivative action from or on behalf of shareholders of the Company, in connection with the making of all or part of the Relevant Distributions.

2 Governing law

This deed poll is governed by English law. Any non-contractual obligations arising out of or in connection with this deed poll shall be governed by English law.

In witness of which this deed poll has been executed and has been delivered on the date which appears first on page 1.

Executed as a deed by Premier Global Infrastructure Trust PLC acting by [two directors] [or] [one director and the company secretary]:

Director

signature

print name

Director/ Secretary

print name

Schedule

| Current Directors | Gillian Nott
Victoria Muir |
| --- | --- |
| Former Directors | Geoffrey Burns
Ian Graham
Kasia Robinski
Michael Wigley
Charles Wilkinson |

Paperwork Corporate Design
PCD 79856

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Table of Contents

Directors, Company Secretary and Advisers

Directors

Company Secretary

Sponsor

Lawyers

Registrar

Alternative Investment Fund Manager

Investment Manager

Custodian and Depositary

NOTICE OF GENERAL MEETING AND PROPOSED RELATED PARTY TRANSACTION

Introduction

Background

Notice of General Meeting

Proxy voting

Recommendation

4 The authorisation of the appropriation of the Company's distributable profits and the Shareholders' Deed of Release

5 The Directors' Deed of Release

6 The tax position of UK shareholders

7 The tax position of non-UK shareholders

8 Other information

Part IV Definitions

Notes:

Whereas:

This Deed Poll witnesses as follows:

1 Release

2 Governing law

Schedule

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PREMIER MITON GLOBAL RENEWABLES TRUST PLC — Proxy Solicitation & Information Statement 2019

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Nplus1 Singer Advisory LLP

Table of Contents

Directors, Company Secretary and Advisers

Directors

Company Secretary

Sponsor

Lawyers

Registrar

Alternative Investment Fund Manager

Investment Manager

Custodian and Depositary

NOTICE OF GENERAL MEETING AND PROPOSED RELATED PARTY TRANSACTION

Introduction

Background

Notice of General Meeting

Proxy voting

Recommendation

4 The authorisation of the appropriation of the Company's distributable profits and the Shareholders' Deed of Release

5 The Directors' Deed of Release

6 The tax position of UK shareholders

7 The tax position of non-UK shareholders

8 Other information

Part IV Definitions

Notes:

Whereas:

This Deed Poll witnesses as follows:

1 Release

2 Governing law

Schedule

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