Bankers Investment Trust : Notice of 2023 AGM

The Bankers Investment Trust PLC Notice of 2023 Annual General Meeting

The Bankers Investment Trust PLC Notice of 2023 Annual General Meeting

Letter from the Chair

Dear Shareholder

I invite you to attend this year's Annual General Meeting ('AGM' or 'Meeting'). The AGM will be held at 12 noon on Thursday, 23 February 2023 at the offices of Janus Henderson Investors, 201 Bishopsgate, London EC2M 3AE. For shareholders unable to travel, you will be able to join the Meeting by Zoom, the conferencing software provider. The Meeting will include a presentation by our Fund Manager, Alex Crooke.

Shareholders are strongly encouraged to submit their proxy forms ahead of the proxy-voting deadline at 12 noon on 21 February 2023 to ensure their votes count as the statutory business of the AGM will be conducted on a poll. The Fund Manager will present his review of the year and thoughts on the future during the Meeting, and will be pleased to answer shareholder questions, as will the Board. Proxy votes can be lodged either through postal voting or the CREST system. For further instructions on proxy voting please refer to the notes on pages 5 and 6 of this document.

If you wish to join the AGM by Zoom, please visit www.janushenderson.com/trustslive to register. You will then receive a dedicated invitation to join via webinar. If shareholders would like to submit any questions in advance of the AGM, they are welcome to send these to the corporate secretary at [e-mail].

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on 21 February 2023 to be valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions, which will govern the electronic appointment of your proxy.

The Notice of Meeting can be found on pages 1 and 2 of this document. Further details of each of the resolutions to be proposed at the Meeting are set out in the explanatory notes on pages 3 and 4. I also refer you to the Company's Annual Report and Financial Statements for the year ended 31 October 2022 (the 'Annual Report'), which is being sent to shareholders with this document.

The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company's shareholders as a whole and therefore recommends unanimously to shareholders that they vote in favour of each of the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Yours faithfully

Simon Miller

Chair

18 January 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK, or if not from another appropriately independent financial adviser in your own jurisdiction.

If you have sold, transferred or otherwise disposed of all your shares in The Bankers Investment Trust PLC (the 'Company'), please pass this circular and the accompanying Form of Proxy to the stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold or transferred or otherwise disposed of only part of your holding of shares in the Company, you should retain this circular and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.

The Bankers Investment Trust PLC Notice of 2023 Annual General Meeting

1

The Bankers Investment Trust PLC

(an investment company within the meaning of Section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 00026351)

Notice of Annual General Meeting

Notice is hereby given that the one hundred and thirty fourth Annual General Meeting (the 'AGM') of The Bankers Investment Trust PLC will be held at 201 Bishopsgate, London, EC2M 3AE on Thursday 23 February 2023 at

12 noon for the transaction of the following business:

1. To receive the Annual Report and the audited financial statements for the year ended 31 October 2022.
2. To approve the Directors' Remuneration Policy.
3. To approve the Directors' Remuneration Report for the year ended 31 October 2022.

4 To approve the final dividend of 0.60p per share.

1. To re-appoint Mr Simon Miller as a Director.
2. To re-appoint Mr Julian Chillingworth as a Director.
3. To re-appoint Miss Isobel Sharp as a Director.
4. To re-appoint Mr Richard West as a Director.
5. To appoint Ms Hannah Philp as a Director.
6. To appoint Ms Charlotte Valeur as a Director.
7. To re-appoint Ernst & Young LLP as statutory Auditor to the Company.
8. To authorise the Audit Committee to determine the Auditor's remuneration.
   Other Business
   To consider and, if thought fit, pass the following resolutions: as an Ordinary Resolution
9. THAT in substitution for all existing authorities the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot ordinary shares of 2.5p each in the capital of the Company ('ordinary shares') up to an aggregate nominal amount of £3,235,107 (or such amount being equivalent to 10% of the Company's issued ordinary share capital, excluding treasury shares,
   at the date of the passing of this resolution) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the AGM of the Company in 2024, save that the Company may make an offer or agreement which would or might require ordinary shares to be allotted or sold after expiry of this authority and the Directors may allot ordinary shares in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

as a Special Resolution

14 THAT in substitution for all existing authorities and subject to the passing of resolution 13 the Directors be empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 (the 'Act') to allot ordinary shares for cash pursuant to the authority conferred by Resolution 13 and to sell ordinary shares from treasury for cash as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be limited to the allotment or sale of ordinary shares:

1. whether by way of a rights issue, open offer or otherwise to ordinary shareholders on the Register of Members at such record dates as the Directors may determine where the ordinary shares respectively attributable to the interests of all ordinary shareholders are proportionate (or as nearly as may be) to the respective numbers of ordinary shares held by them (or are otherwise allotted in accordance with the rights attaching to such ordinary shares) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or local or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever;
2. up to a maximum aggregate nominal value of £3,235,107 (or such amount being equivalent to 10% of the Company's issued ordinary share capital, excluding treasury shares, at the date of the passing of this resolution); and
3. at a price not less than the net asset value per share; as at the latest practicable date before such allotment or sale of ordinary shares as determined by the Directors in their reasonable discretion;

and shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the next AGM of the Company in 2024, save that the Directors may before such expiry make an offer or agreement which would or might require ordinary shares to be allotted or sold from treasury after such expiry and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

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The Bankers Investment Trust PLC Notice of 2023 Annual General Meeting

Notice of Annual General Meeting

continued

as a Special Resolution

15 THAT in substitution for all existing authorities the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the 'Act') to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 2.5p each in issue, excluding treasury shares, in the capital of the Company provided that:

1. the maximum number of ordinary shares which may be purchased is 14.99% of the Company's issued ordinary share capital, excluding treasury shares, at the date of the AGM (equivalent to 193,977,036 ordinary shares of 2.5p each at the date of this Notice);
2. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed the higher of:
3. 1. 105% of the average of the middle market quotations for the shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and
   2. the higher of the last independent trade and the highest current independent bid on the London Stock Exchange;
4. the minimum price (exclusive of expenses) which may be paid for a share shall be 2.5p, being the nominal value per share;

1. the authority hereby conferred shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the next AGM of the Company in 2024;
2. the Company may make a contract to purchase ordinary shares under the authority hereby conferred which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract; and
3. any ordinary shares so purchased shall be cancelled or, if the Directors so determine, be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

as a Special Resolution

16 THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the AGM in 2024.

By order of the Board

Janus Henderson Secretarial Services UK Limited

Corporate Secretary

18 January 2023

Registered Office:

201 Bishopsgate, London EC2M 3AE

Annual General Meeting Venue

The 2023 AGM will be held at 201 Bishopsgate, London EC2M 3AE. It is a few minutes' walk from Liverpool Street Station and from Moorgate Station

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The Bankers Investment Trust PLC Notice of 2023 Annual General Meeting

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Explanation of the Resolutions

The information set out below is an explanation of the business to be considered at the 2023 Annual General Meeting ('AGM' or 'Meeting').

Resolutions 1 to 13 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 to 16 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1: Company's Annual Report and audited financial statements (ordinary resolution)

The Directors are required to lay before the Meeting the Annual Report and audited financial statements in respect of the financial year ended 31 October 2022, including the Strategic Report, Report of the Directors, Independent Auditor's Report and the Directors' Remuneration Report. Shareholders will be given an opportunity at the Meeting to ask questions on these items. At the end of the discussion members will be invited to receive the Annual Report and audited financial statements.

Resolution 2: Approval of the Directors' Remuneration Policy (ordinary resolution)

In accordance with legislation in relation to remuneration, shareholders will be asked to approve the Company's remuneration policy every three years. Shareholders last approved the Remuneration Policy at the AGM in 2020, and there have been no changes to the policy since that date. Shareholders are asked to approve the policy as set out in the Directors' Remuneration Report. The vote on this resolution is binding.

Resolution 3: Approval of the Directors' Remuneration Report (ordinary resolution)

Shareholders are requested to approve the Remuneration Report which is set out on pages 59 to 61 of the Annual Report. The vote is advisory and does not affect the remuneration payable to any individual Director. However, the Board will take feedback from shareholders regarding remuneration and incorporate this into any future remuneration discussions.

Resolution 4: Approval of final dividend (ordinary resolution)

Shareholders are requested to approve the final dividend of 0.60p per share payable on 28 February 2023 to shareholders on the register on 27 January 2023. The shares will be quoted ex-dividend on 26 January 2023.

Resolutions 5 - 10: Re-appointment/appointment of Directors (ordinary resolutions)

Under the terms of the Company's Articles of Association and also the UK Corporate Governance Code, all Directors of FTSE 350 companies are required to retire and seek re-appointment annually.

Resolution 5 relates to the re-appointment of Simon Miller who joined the Board on 1 January 2022. Simon has extensive experience in financial services.

Resolution 6 relates to the re-appointment of Julian Chillingworth (Senior Independent Director), who joined the Board in February 2015. Julian has a strong investment background.

Resolution 7 relates to the re-appointment of Isobel Sharp (Audit Committee Chair) who joined the Board in November 2017. Isobel has extensive accounting, auditing and corporate governance experience.

Resolution 8 relates to the re-appointment of Richard West, who joined the Board in April 2020. Richard has a wealth of investment experience.

Resolutions 5 - 8 therefore relate to the re-appointment of Simon Miller, Julian Chillingworth, Isobel Sharp and Richard West who have all served as Directors during the past year.

Resolutions 9 and 10 relate to the appointments of Hannah Philp and Charlotte Valeur who both joined the Board on 1 November 2022. Hannah has direct and relevant experience within the sector, particularly in the fields of marketing and communication. Charlotte has more than 40 years of experience in investment and financial markets.

The Board has reviewed the performance and commitment of the Directors standing for re-appointment and appointment and considers that each of the Directors should continue to be Directors as they bring wide, current and relevant business experience that allows them to contribute effectively to the leadership of the Company. Furthermore, the Board is satisfied that, having considered each Director's experience and the nature of, and anticipated demands on his or her time from his or her other business commitments including other investment trusts, each Director is able to commit the time required to fulfil his or her responsibilities as a Director of the Company.

All the Directors are independent for the purpose of the UK Corporate Governance Code.

Biographical details for the Directors are shown on pages 43 and 44 of the Annual Report.

Resolutions 11 and 12: Re-appointment and remuneration of the Auditor (ordinary resolutions)

In accordance with Sections 489 and 492 of the Companies Act 2006, shareholders are required to approve the appointment of the Company's Auditor each year. In accordance with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use Of Competitive Tender Processes and Audit Committee Responsibilities) 2014, Audit Committees are authorised to determine the Auditor's remuneration. Ernst & Young LLP have expressed their willingness to continue as Auditor to the Company. Following a satisfactory performance evaluation, the Company is recommending their re-appointment in respect of the year ending 31 October 2023 and seeking authority for the Audit Committee to determine their remuneration.