Syncona Limited — Proxy Solicitation & Information Statement 2015

Nov 24, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant, or from another appropriately qualified and duly authorised independent adviser.

If you have sold or otherwise transferred all of your shares in BACIT Limited please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

___________________________________________________________________________________________________

BACIT Limited

(a registered closed-ended collective investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

Notice of Extraordinary General Meeting

Proposed changes to expense arrangements

___________________________________________________________________________________________________

Notice of an Extraordinary General Meeting to be held at 9.30am on 11 December 2015 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL is set out at the end of this document.

Shareholders are requested to return the Form of Proxy accompanying this document for use at the Extraordinary General Meeting. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 9.30am on 9 December 2015. Alternatively, Shareholders may submit proxies electronically not later than 9.30am on 9 December 2015 using the Capita Share Portal Service at www.capitashareportal.com.

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document and which recommends that you vote FOR the Resolution to be proposed at the Extraordinary General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" on page 4 of Part I of this document.

PART I

LETTER FROM THE CHAIRMAN

BACIT Limited

(a registered closed-ended collective investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

Directors:

Registered office:

Jeremy Tigue (Chairman) Arabella Cecil Peter Hames Tom Henderson Colin Maltby Nicholas Moss Martin Thomas

PO Box 255 Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL

24 November 2015

EXTRAORDINARY GENERAL MEETING

Proposed changes to expense arrangements

_____________________ __________________________________________________________________________

Dear Shareholder,

Introduction This document contains details of an Extraordinary General Meeting of the Company to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL at 9.30am on 11 December 2015.

The purpose of the Extraordinary General Meeting is to propose an ordinary resolution to approve changes to the basis on which the operating expenses of the Company's Investment Manager are paid. The proposed changes will result in the Company effectively bearing all of its operating expenses rather than, as is currently the case, a proportion of those operating expenses.

The proposed changes are intended to reduce the Company's on-going reliance on Tom Henderson so that its continuing success is not dependent on any one individual.

The key features of the Company's investment policy — that it will invest in underlying funds on a "gross return" basis, that it will invest up to one per cent. per annum of its Net Asset Value in drug development projects and that it will donate one per cent. per annum of its Net Asset Value to charities including the ICR — will remain unchanged.

Both the ICR and the managers of the underlying funds in which the Company currently invests are supportive of the proposed changes.

This document includes the reasons why Shareholder approval is being

sought for the Resolution.

_____________________ _________________________________________________________________

The Company and the background to the Resolution

It is now three years since the Company's launch and initial public offering in October 2012. Part II of this document includes a summary of the Company's performance in the period since launch and information regarding its current investment portfolio.

During this time, the Company has (i) successfully pursued its investment strategy, achieving an unaudited total return performance (inclusive of dividend distributions) to 30 September 2015 of 25.93 per cent., (ii) raised additional capital through a successful C share issue and (iii) made £8,589,837 in charitable donations from launch to 31 March 2015.

In addition, the Company has contributed funds to medical and scientific research, specifically a £20 million commitment to CRT Pioneer Fund in December 2014.

The Board believes that the Company has successfully proved its value to shareholders through its investment returns, to the charities that it supports through its sizable donations and to medical and scientific research though its monetary commitments to development and innovation projects.

The Company's achievements are based on its ability to make investments in underlying funds on a "gross return" basis and the success of its Investment Management Team in obtaining access to, and selecting, the most attractive of those investments.

The identification, selection, on-going monitoring and management of the Company's investments requires considerable skill, effort and time commitment from the Investment Management Team.

Since the implementation by the UK of the EU Alternative Investment Fund Managers Directive, the investment management of the Company's portfolio has been performed by BACIT (UK) Limited (the "Investment Manager"), which is authorised as an alternative investment fund manager with the Financial Conduct Authority. The Investment Management Team provide their services to the Investment Manager, which has been formally contracted to the Company as its investment manager since December 2014. The Investment Manager is, at present, wholly owned by the BACIT Foundation.

To date, neither the Investment Management Team nor the Investment Manager have received a fee from the Company for their investment management services.

Farla Limited ("Farla"), a company associated with Tom Henderson, is required by the terms of an expenses deed entered into at the time of launch of the Company (the "Expenses Deed"), to reimburse the Company in respect of specific overheads and operating expenses (but not the remuneration) of the Investment Management Team up to an amount equal to £210,000 per annum. The Expenses Deed is terminable on 12 months' notice unless the parties to the Expenses Deed agree to terminate it on shorter notice.

In addition, Farla has voluntarily paid personnel costs in respect of the Investment Management Team, which have amounted to considerably more than the £210,000 per annum to which it is contractually committed under the Expenses Deed. Since the launch of the Company, these additional payments have amounted to approximately £770,000 per year.

Tom Henderson has received no amount in respect of personnel costs or

any other remuneration.

Notwithstanding the proposed changes to the expense arrangements Tom Henderson will continue to provide his services as a Director of the Company and as CEO of the Investment Manager free of charge.

The Company has never been wholly cost free for its Shareholders. The fees of the Company's external service providers, the fees of the Company's Directors (to the extent not waived by individual Directors) and the properly incurred out of pocket expenses (but not remuneration of the Investment Management Team) of the Investment Manager (to the extent that the Company has not been reimbursed by Farla) have been paid by the Company since launch and will continue to be paid by the Company in the future. These ongoing charges are currently running at an annualised rate of approximately 0.26% of the Company's weighted average Net Asset Value.

The Board recognises the importance of, and is extremely grateful for, the very generous support of the Company by Tom Henderson and Farla, which has been instrumental in the Company having such a successful three years since launch. The Board believes, however, that it is unreasonable to expect an individual to continue to finance a significant portion of the operating costs and expenses of a successful listed investment company indefinitely and that it is unrealistic to expect a professional asset management firm to continue to provide its services to the Company free of charge.

Accordingly, in order to ensure that the future success of the Company and the engagement of the Investment Management Team are not dependent on the continued availability of these funds, the Board now wishes to ensure that the Company is self-financing.

The Board now proposes that, with effect from 1 January 2016, the Expenses Deed should be terminated and the operating expenses of the Investment Management Team, including those covered by the Expenses Deed, should be covered by a new fee payable by the Company to the Investment Manager equal to 0.19% of Net Asset Value per annum, payable in monthly installments by reference to the most recent month-end Net Asset Value.

________________ ________________________________________________________

On the basis of the Company's Net Asset Value as at 30 September 2015 of £457.3 million, this fee would be equivalent to approximately £868,870 per annum, which is broadly equivalent to the amount by which the Investment Management Team is currently supported under the Expenses Deed and the additional payments made by Farla (as detailed above).

The Investment Manager will use the fee to cover some of its costs and operating expenses, including personnel costs. It is not envisaged that the Investment Manager should make a meaningful profit from the fee.

The introduction of the fee and the termination of the Expenses Deed do not require a change to the Company's published investment policy and nor are they a "related party transaction" for the purposes of chapter 11 of the Listing Rules on the basis that the amount of the fee and the commitment contained in the Expenses Deed are below 0.25 per cent. of the Company's Net Asset Value. However, in light of the nature of the proposed change, the Board believes that it is appropriate to seek Shareholder approval to the introduction of the fee.

The introduction of the fee will not affect the Company's exposure to its underlying funds on a "gross return" basis nor will the one per cent. of Net

The proposed changes to the expense arrangements

Asset Value annual charitable payment change.

	The ICR has confirmed that it supports the introduction of the fee to cover some of the operating expenses of the Investment Manager and a letter from the ICR to this effect is included in Part III of this document. The ICR has also agreed to amend the Framework Agreement which governs the relationship between the Company and ICR to remove the ability of the ICR to terminate the Framework Agreement if Tom Henderson ceases to be involved with the Company. This amendment is conditional on approval of the Resolution.
	In addition, each of the underlying managers of the funds in which the Company currently invests have confirmed that they are supportive of the introduction of the fee in order to secure the long-term future of the Company and have confirmed that they will continue to make the underlying funds available to the Company on a "gross return" basis following the implementation of the changes to the expense arrangements.
_____	The Company will, as a result of the proposals described above, enter into appropriate amendment agreements in respect of the Framework Agreement and the Investment Management Deed. __________
Consequences of failure to approve	The Board believes that the implementation of the changes to the expense arrangements is important to secure the long term sustainability of the Company and the availability of the Investment Management Team.
the Resolution	If the Resolution is not passed by the Shareholders, the Board will consider

the reasons why the Resolution failed to pass. Depending on these reasons, the Board may then call a further Extraordinary General Meeting at which a vote to wind up the Company may be proposed.

_________________ ____________________________________________________

Action to be taken Form of Proxy

You will find enclosed the Form of Proxy for use at the Extraordinary General Meeting. Whether or not you intend to attend the Extraordinary General Meeting, you are urged to complete and return the Form of Proxy as soon as possible. To be valid, the Form of Proxy must be completed in accordance with the instructions printed on it and lodged with Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 9.30am on 9 December 2015. Alternatively, Shareholders may submit proxies electronically using the Capita Share Portal Service at www.capitashareportal.com.

The lodging of the Form of Proxy will not prevent you from attending the Extraordinary General Meeting and voting in person if you so wish. If you have any queries relating to the completion of the Form of Proxy, please contact the Company's registrar, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU at the following number: +44 (0) 871 664 0300. Calls to this number cost 12p per minute plus network extras. Lines are open from 9am to 5pm Monday to Friday. Capita Asset Services can only provide information regarding the completion of the Form of Proxy and cannot provide you with investment or tax advice.

A quorum consisting of two Shareholders entitled to vote and attending in person or by proxy (or, in the case of a corporation, by a duly appointed representative) is required for the Extraordinary General Meeting.

The Resolution is proposed as an ordinary resolution, which requires a simple majority of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a simple majority of the total voting rights cast on the Resolution (excluding any votes that are withheld) to be in favour.

Recommendations

The Board considers that a vote FOR the Resolution is in the best interests of the Shareholders as a whole.

Accordingly, the Board is unanimously in favour of Shareholders voting FOR the Resolution, as those Directors who own shares in the Company intend to do in respect of their own beneficial holdings. Arabella Cecil and Tom Henderson, as members of the Investment Management Team and Martin Thomas, as a director of the Investment Manager, have an interest in the subject-matter of the Resolution.

The Directors (either personally or through companies associated with them) collectively own 12,799,085 shares in the Company which represents 3.33% of the total voting rights in the Company which they will be exercising in favour of the Resolution.

You are requested to complete and return the enclosed Form of Proxy without delay, whether or not you intend to attend the Extraordinary General Meeting.

Yours faithfully

Jeremy Tigue Chairman

PART II

FURTHER INFORMATION ABOUT THE COMPANY

Overview

The Company is a registered closed-ended investment scheme incorporated in Guernsey on 14 August 2012 as a non-cellular company limited by shares with an indefinite life. The Company operates as a fund-of-funds which invests in investment entities and managed accounts managed by a selection of managers and across a variety of asset classes.

The Company's Ordinary Shares were listed on the premium segment of the London Stock Exchange on 26 October 2012 when it commenced its business. The Company raised £206,734,775 (before expenses) from the offer of Ordinary Shares made during the listing. The Company also raised additional funds by way of a successful C Share issue in October 2013.

The Company's Net Asset Value as at 30 September 2015 was £457.3 million.

Financial Information

The Company has exhibited strong financial performance since its listing on 26 October 2012. From launch to 30 September 2015, the Company's unaudited total return performance (inclusive of dividend distributions) was 25.93%.

The table below shows the movement in the performance of the Company's unaudited monthly Net Asset Value from 31 October 2012 to 30 September 2015:

	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	YTD
2015	2.73%	1.01%	3.58%	-0.16%	1.53%	-2.56%	2.15%	-2.07%	-2.13%	-	-	-	3.95%
2014	-0.55%	0.58%	0.13%	-1.64%	2.18%	-0.20%	-0.51%	0.26%	0.58%	0.17%	2.36%	0.55%	3.91%
2013	4.12%	2.55%	2.58%	-0.16%	2.69%	-1.57%	1.24%	-1.23%	-0.78%	2.94%	-0.42%	0.82%	13.32%
2012	-	-	-	-	-	-	-	-	-	-	0.53%	2.34%	2.89%

Sources: Bloomberg, Backstop

The table below shows the Company's unaudited performance as against various indices as at 30 September 2015:

	1 month	3 month	Year to date
BACIT Limited
Share Price	4.38%	0.58%	13.42%
Net Asset Value Total Return	-2.13%	-2.09%	3.95%
MSCI World (TR, \$)	-3.69%	-8.45%	-6.04%
HFRIFOFS Index	-2.83%	-6.11%	-2.36%
FT All-Share (TR, £)	-2.73%	-5.70%	-2.86%

Sources: Bloomberg, Backstop

The Company's top ten holdings, as at 30 September 2015, were as follows:

	Fund	Investment Manager	Strategy	Asset Class	% of Net Asset Value
1	Polar Capital Japan Alpha	Polar Capital	Long Bias	Equities	7.2
2	Majedie UK Equity	Majedie Asset Management	Long Bias	Equities	5.5
3	Maga Smaller Companies UCITS	Otus Capital Management	Hedge	Equities	5.2
4	Woodford Patient Capital	Woodford Investment Management	Long Bias	Equities	5.2
5	Tower Master Fund	Ten Five Capital Management	Hedge	Equities	5.1
6	SW Mitchell European	SW Mitchell Capital	Hedge	Equities	5.0
7	Polygon European Equity Opportunity	Polygon Global Partners	Hedge	Equities	4.9
8	Sinfonietta	Symphony Financial Partners	Hedge	Macro	4.7
9	Parity Value	Parity Asset Management Limited	Hedge	Macro	4.4
10	The SFP Value Realization Fund	Symphony Financial Partners	Long Bias	Equities	4.3
	Total				51.5%

Source: www.bacitltd.com

PART III

LETTER FROM THE ICR

PART IV

RISK FACTORS

Impact of the proposed changes to expense arrangements

If the Resolution is passed then the Company will incur an additional annual fixed cost equal to 0.19% of the Company's annual Net Asset Value. This cost will be payable regardless of the continuing financial performance of the Company.

The payment of this fixed cost will reduce the Company's Net Asset Value and the Net Asset Value per Share.

The proposed changes to the expense arrangements will also result in a small reduction in both the amount of charitable donations made by the Company and the amounts invested by the Company in scientific and medical research.

There can be no guarantee that the amount of this fixed cost will be sufficient to ensure that the Company retains the investment management services provided by the Investment Manager and the Investment Management Team.

Risks relating to the Investment Manager and Investment Management Team

The Company is reliant on the skills of the Investment Manager and the Investment Management Team and may be adversely affected if they underperform or are not able to source appropriate investment opportunities for the Company or their services cease to be available to the Company.

The past performance of the Company and the investments held by the Group or managed by the Investment Manager or the Investment Management Team is not a reliable indication of the future performance of the investments held (and to be held) by the Group.

The impact of the departure for any reason of a key individual (or individuals) on the ability of the Investment Manager and the Investment Management Team to achieve the investment objective of the Company cannot be determined and may depend on, amongst other things, the ability of the Investment Manager and the Investment Management Team to recruit other individuals of similar experience and credibility.

In the event of the death, incapacity, departure or withdrawal of any of the Investment Management Team, the performance of the Group may be adversely affected.

There can be no assurance that the Investment Manager or the Investment Management Team would be able to mitigate the effects of the loss of any member of the Investment Management Team.

The continued services of the Investment Manager to the Company are dependent on the continuation of the Investment Management Deed which can be terminated with notice.

Impact of the proposed changes to the expense arrangements on managers of underlying investments

As the Group invests its assets with underlying investment managers, the financial performance of the Group will be affected by the decisions of the underlying investment managers in direct proportion to the amount of the Group's assets that are invested, directly or indirectly, with each underlying investment manager.

If the Resolution is passed then there will be a departure from the Company's current policy of not charging its investors for the costs of managing its investments.

Although the managers with whom the Company currently invests have indicated their support for the proposed changes to the expense arrangements there can be no assurance, as is now the case, that any of the underlying investment managers which provide investment capacity to the Company on a "gross return" basis will continue to do so indefinitely or whether such investment managers will continue to provide any investment capacity for the Company to make investments.

Investment Managers with whom the Company does not currently invest may be deterred by the proposed changes to the expense arrangements from making investment capacity available to the Company.

As a result, the investment portfolio, the investment opportunities, incentives and potential returns for the Company could be diminished and this could have a material adverse effect on the Company's financial position, business prospects and returns to Shareholders.

PART V

DEFINITIONS

"Articles" means the articles of incorporation of the Company in force from time to time;

"BACIT GP" means BACIT GP Limited;

"Board" or "Directors" (each a "Director") means the board of directors of the Company from time to time;

"Company" means BACIT Limited;

"Expenses Deed" means the deed entered into between the Company, BACIT GP and Tom Henderson on 1 October 2012, as amended from time to time and which was novated with effect from 1 April 2014 by way of a novation deed entered into between Tom Henderson and Farla;

"Extraordinary General Meeting" means the extraordinary general meeting of the Company convened for 9.30 am on 11 December 2015 (or any adjournment thereof), notice of which is set out at the end of this document;

"Farla" means Farla Limited;

"Form of Proxy" means the form of proxy for use at the Extraordinary General Meeting which accompanies this document;

"Framework Agreement" means the agreement entered into between the Company and the ICR on 1 October 2012, as amended from time to time;

"Group" means the Company and its subsidiaries;

"ICR" means the Institute of Cancer Research;

"Investment Manager" means BACIT (UK) Limited;

"Investment Management Deed" means the deed entered into between the Company, the Investment Manager and BACIT GP on 19 December 2014, as amended from time to time;

"Investment Management Team" means Tom Henderson, Arabella Cecil, Fenella Dernie and John McDonald;

"Listing Rules" means the listing rules published by the United Kingdom Financial Conduct Authority;

"Net Asset Value" means the value of the assets of the Company less its liabilities;

"Ordinary Shares" means the ordinary shares of the Company and having the rights, restrictions and entitlements set out in the Articles;

"Resolution" means the ordinary resolution to be proposed at the Extraordinary General Meeting concerning the amendments to the Company's expense arrangements and contained in the notice of the Extraordinary General Meeting;

"Shareholders" (each a "Shareholder") means the shareholders of the Company from time to time; and

"Shares" means the entire issued share capital of the Company.

BACIT LIMITED

(a registered closed-ended collective investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

(the "Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands at 9.30am on 11 December 2015 to consider and if thought fit, to pass the following resolution which will be proposed as ordinary resolution as set out below:

ORDINARY RESOLUTION

To be proposed as an ordinary resolution:

THAT the revisions to the Company's expense arrangements as set out in the circular of the Company dated 24 November 2015 be and are hereby approved.

By order of the Board Registered Office

PO Box 255, Trafalgar Court, Les Banques St Peter Port, Guernsey, GY1 3QL

Dated 24 November 2015

Notes:

• 1. To have the right to attend and vote at the meeting you must hold shares in the Company and your name must be entered on the share register of the Company in accordance with note 4 below.
• 1. Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. Where multiple proxies have been appointed to exercise rights attached to different shares, on a show of hands those proxy holders taken together will collectively have the same number of votes as the Shareholder who appointed them would have on a show of hands if he were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies.
• 1. To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 9.30am on 9 December 2015. Alternatively, Shareholders may submit proxies electronically not later than 9.30am on 9 December 2015 using the Capita Share Portal Service at www.capitashareportal.com. A Form of Proxy accompanies this notice. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the meeting should they wish to do so.
• 1. The time by which a person must be entered on the share register of the Company in order

to have the right to attend and vote at the meeting is 9.30am on 9 December 2015. If the meeting is adjourned, the time by which a person must be entered on the share register of the Company in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. In calculating such 48 hour period, no account shall be taken of any part of a day that is not a business day in London and Guernsey. Changes to entries on the share register of the Company after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.

• 1. On a poll, each Shareholder will be entitled to one vote per ordinary share held. As at the date of this notice, the Company's issued share capital (excluding shares held in treasury) consisted of 384,665,158 Ordinary Shares. Therefore, the total voting rights in the Company as at the date of this notice are 384,665,158.
• 1. Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST manual (available via www.euroclear.com/CREST) subject to the provisions of the Company's articles of incorporation. 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 using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited's ("Euroclear") 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 instruction 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 9.30am on 9 December 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp 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 provider(s) 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 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 service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 34 of Uncertificated Securities (Guernsey) Regulations, 2009.

BACIT Limited

(Company No. 55514)

Form of Proxy

I/We, [Please insert Shareholder name(s) using block capitals. [Please note if the Shareholder name(s) is not inserted the Form of Proxy cannot be used]

_____________________________________________________________________________________ of

_________________________________________________________________________________being a Shareholder of BACIT Limited (the "Company"), hereby appoint:

____________________________________________________________________________ (full name) of

_______________________________________________________________________________ (address)

or failing him, the Chairman of the Extraordinary General Meeting or the Company Secretary as his substitute as my/our proxy to attend and vote on my/our behalf and if necessary demand a poll at the Extraordinary General Meeting of the Company to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands at 9.30am on 11 December 2015 and at any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made*

Please indicate the number of shares this proxy is appointed over (if less than your full voting entitlement).

* For the appointment of more than one proxy, see Note 2.

IMPORTANT: IN ORDER TO BE VALID AT THIS MEETING THIS FORM OF PROXY MUST BE COMPLETED AND RETURNED BY POST TO CAPITA ASSET SERVICES, PXS, 34 BECKENHAM ROAD, BECKENHAM, KENT, BR3 4TU TO ARRIVE NO LATER THAN 9.30AM ON 9 DECEMBER 2015. ALTERNATIVELY YOU MAY SUBMIT YOUR PROXY ELECTRONICALLY NO LATER THAN 9.30AM ON 9 DECEMBER 2015 USING THE CAPITA SHARE PORTAL SERVICE AT WWW.CAPITASHAREPORTAL.COM.

If you wish your proxy to cast all of your votes for or against the resolution, or to withhold all your votes in respect of the resolution, you should insert an "x" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, or to withhold only certain votes in respect of the resolution, insert the relevant number of shares in the appropriate box.

Ordinary Resolution	For	Against	Vote Withheld
THAT the revisions to the Company's expense arrangements as set out in the circular of the Company dated 24 November 2015 be and are hereby approved.

Signed by or on
behalf of the Shareholder _______	Date___ 2015

Notes accompanying the Form of Proxy:

• 1. Please insert your full name(s) and address(es) in BLOCK CAPITALS. In the case of joint holders, the names and addresses of all the joint holders should be stated on this Form of Proxy.
• 1. Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. Where multiple proxies have been appointed to exercise rights attached to different shares, on a show of hands those proxy holders taken together will collectively have the same number of votes as the Shareholder who appointed them would have on a show of hands if he were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies. To appoint more than one proxy you may photocopy this Form of Proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions given by you. All hard copy proxy appointments must be signed and should be returned together in the same envelope.
• 1. If you wish to appoint as a proxy a person other than the Chairman of the meeting or the Company Secretary as his substitute, please insert the name of the proxy preferred in the space provided. The person to whom this proxy is given need not be a Shareholder but must attend the meeting in person to represent you. If no name is entered, the return of this Form of Proxy duly signed will authorise the Chairman of the meeting or the Company Secretary as his substitute to act as your proxy.
• 1. To allow effective continuation of the meeting (or any adjourned meeting), if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, the Chairman may appoint the Company Secretary as his substitute to act as proxy in his stead for any Shareholder.
• 1. The completion and return of this Form of Proxy will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
• 1. In the absence of instructions, your proxy may vote or withhold from voting as he or she thinks fit on the specified resolution and, unless instructed otherwise, may also vote or withhold from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the meeting) which may properly come before the meeting. A vote withheld is not a vote in law. If instruction is given to withhold from voting in respect of any resolution, this instruction will be deemed to be neither a vote for or against the resolution.
• 1. Any alteration made to this Form of Proxy should be initialled by the person who signs it.
• 1. In the case of joint holders, such holders may elect one of their number to represent them and vote whether in person or by proxy in their name. In the absence of such an election, the person whose name stands first on the share register of the Company shall alone be entitled to vote.
• 1. In the case of a corporation, this proxy must be given under its common seal or signed by a duly authorised officer or attorney.
• 1. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially) must be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible but, in any event, so as to arrive no later than 9.30am on 9 December 2015. Alternatively, Shareholders may submit proxies electronically no later than 9.30am on 9 December 2015 using the Capita Share Portal Service at www.capitashareportal.com.
• 1. The time by which a person must be entered on the share register of the Company in order to have the right to attend and vote at the meeting 9.30am on 9 December 2015. If the meeting is adjourned, the time by which a person must be entered on the share register of the Company in order to have the right to attend and vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. In calculating such 48 hour period, no account shall be taken of any part of a day that is not a business day in London and Guernsey. Changes to entries on the share register of the Company after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.