Notice of Ordinary Shareholders' Class Meeting and General Meetings

Notice of Ordinary Shareholders' Class Meeting and General Meetings

The Boards of Witan and Alliance Trust PLC announced to the London Stock Exchange (LSE) on 26 June 2024 that, subject to shareholder approval, they intend to combine to create an enlarged company, proposed to be renamed Alliance Witan PLC. The transaction involves a combination of Witan's assets with those of Alliance Trust by means of a scheme of reconstruction and winding-up of Witan under section 110 of the Insolvency Act 1986 (the "Scheme").

Further information about the Scheme is contained in Witan's further announcement to the LSE and the shareholder circular published by Witan on 12 September 2024.

Action to be taken

Full details of the action to be taken by Ordinary Shareholders are set out in section entitled "Action to be taken" which can be found on pages 22 to 24 of the Circular. You should read this whole document and the ATST Prospectus before deciding what action to take. Please note that all documentation relating to the proposed combination can be accessed via the links below.

You should note that the Scheme is conditional on, among other things, Witan shareholder approval at the Ordinary Shareholders' Class Meeting and the two General Meetings. The resolutions to be proposed at these meetings are briefly summarised below.

  • The resolution to be considered at the Ordinary Shareholders' Class Meeting is to approve a variation of rights attached to the Witan ordinary shares under Witan's articles of association to enable the reclassification of the ordinary shares in order to give effect to elections made under the Scheme.
  • The resolutions to be considered at the first General Meeting are to approve the terms of the Scheme and the amendments to Witan's articles of association described above, and to authorise the liquidators (Derek Hyslop and Richard Barker, each licensed insolvency practitioners of Ernst & Young LLP) to act in relation to the Scheme.
  • The resolution to be considered at the second General Meeting is to place Witan into liquidation and to appoint the liquidators.

Voting at the Ordinary Shareholders' Class Meeting and General Meetings

Ordinary Shareholders will be able to exercise their vote at:

  • The Ordinary Shareholders' Class Meeting and the first General Meeting were held on Monday 30 September 2024 at 11.00 a.m. and 11.30 a.m., respectively. Please click here to view the results of the meetings.
  • The second General Meeting will be held on Wednesday 9 October 2024 at 9.30 a.m.

Preference Shareholders will be able to exercise their vote at the second General Meeting.

These meetings will be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG.

Voting for those holding their ordinary shares via an online platform.

You will need to instruct the platform on how you wish to vote. Your platform will provide you with details of how to do this, but you can also access this information here. If you wish to attend and vote in person at the Ordinary Shareholders' Class Meeting and/or the General Meetings, you will need to bring the letter of representation from the platform through which you hold your shares.

Elections

Under the Scheme, Ordinary Shareholders will have the opportunity to make an election to receive cash under the Scheme in respect of some or all of their Witan ordinary shares. Details on the options under the Scheme and how to make an election are set out in section entitled "Action to be taken" which can be found on pages 22 to 24 of the Circular. Please click here to view the results of Scheme Elections.

Any questions?

If you have any questions relating to your shareholding(s) in Witan, please call the Receiving Agent on its shareholder helpline on +44 370 707 1408. Lines are open from 8.00 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls to the shareholder helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the shareholder helpline operators cannot provide advice on the merits of the Transaction or give any financial, tax, investment or legal advice.

Please submit any questions you have concerning the Ordinary Shareholders' Class Meeting, the General Meetings or relating to the proposed combination to the Board, by email to [email protected] by 6.00 p.m. on 25 September 2024 (for questions relating to the Ordinary Shareholders’ Class Meeting or first General Meeting) or 6.00 p.m. on 4 October 2024 (for questions relating to the Second General Meeting. Please put "Witan Investment Trust plc – Shareholder Meetings" in the subject heading of any email.