20 February 2025

Herald Investment Trust plc

LEI: 213800U7G1ROCTJYRR70

Notice of Annual General Meeting and unanimous recommendation of the Board to VOTE IN FAVOUR of each of the Resolutions, including the Continuation Resolution

Introduction

Herald Investment Trust plc (the "Company", "Herald") has today published the notice of the Company's forthcoming annual general meeting ("AGM"), which will be held at 2.00 p.m. on 24 March 2025 at 10-11 Charterhouse Square, London EC1M 6EE.

In accordance with best practice and as set out in the Company's articles of association (the "Articles"), Shareholders have the right to vote on the continuation of the Company every three years and the next triennial vote will be held at the forthcoming AGM.

At the requisitioned general meeting of the Company held on 22 January 2025 (the "Requisitioned General Meeting"), Shareholders voted overwhelmingly to continue with Herald's unique and highly successful strategy. However, as the Requisitioned Resolutions to remove the Directors and appoint two Saba-nominated directors were not passed at the Requisitioned General Meeting, the Board believes that Saba may vote against the Continuation Resolution in order to trigger a potential winding-up of the Company.

Given Saba's large interest in the Company's Shares (29.1 per cent. as at 15 January 2025, being the date of Saba's latest publicly disclosed holding prior to the publication of this announcement), the Board believes that other Shareholders representing at least 30 per cent of the Company's issued share capital may be required to vote in favour of the Continuation Resolution in order to ensure the Company continues in its current form.

The Board strongly believes that the continuation of the Company is in the best interests of Shareholders as a whole.

The Board thanks Shareholders for their substantial engagement in connection with the Requisitioned General Meeting, and for the support shown by Shareholders, small and large, for the Board and the Manager. The voting turnout at the Requisitioned General Meeting was remarkable by historic standards, including from those who hold their Shares through "platforms", and the Board hopes to see similar engagement for the AGM.

GIVEN SABA'S LARGE HOLDING THERE IS A RISK THAT THE CONTINUATION RESOLUTION IS BLOCKED BY JUST ONE SHAREHOLDER. SHAREHOLDERS SHOULD VOTE IN FAVOUR NOW TO DEFEND THEIR INVESTMENT IN THE COMPANY AGAINST A POTENTIAL WINDING-UP.

Shareholders are strongly encouraged to VOTE IN FAVOUR of each of the resolutions to be proposed at the AGM (the "Resolutions") including, in particular, the Continuation Resolution and the Director Re-Election Resolutions.

Continuation of the Company

Shareholders voted overwhelmingly to continue with Herald's unique and highly successful strategy at the Requisitioned General Meeting, which was a meeting called by Saba (a US activist hedge fund manager). However, in accordance with best practice and as required by the Articles the Directors are also putting the Company's triennial continuation vote to Shareholders at the forthcoming AGM.

If the Continuation Resolution is not passed, the Directors are required under the Articles to draw up proposals for the voluntary liquidation, unitisation or other reorganisation of the Company for submission to Shareholders by no later than the date of the next annual general meeting of the Company (being, if the Continuation Resolution is not passed at the forthcoming AGM, the 2026 AGM).

Whilst the Directors have not received any feedback from any major Shareholders that would indicate there is opposition to the Company's continuation, the Board and the Manager again call upon Shareholders to exercise their right to vote in order to ensure that the Company's continuation is not blocked by one Shareholder. Shareholders should vote again to make their views heard.

In addition, as required by the Articles and in line with customary practice for investment trusts, each of the Directors retire at the Company's annual general meeting and those wishing to be re-appointed offer themselves for election or re-election (as applicable). Notwithstanding the support shown for the current Board by independent Shareholders at the Requisitioned General Meeting, your Board believes there is a risk that the Directors' re-elections may be targeted at the AGM by any Shareholder aiming to cause disruption in order to assist with other strategic goals.

Your Board continues to believe that the continuation of the Company with its current strategy is in the best interests of Shareholders as a whole. In addition, the Directors firmly believe that the independent Board continues to play an important role in defending Shareholders' interests. Accordingly, your Board strongly recommends that you support your Company by VOTING FOR the Continuation Resolution, and the Director Re-Election Resolutions, for the following reasons:

·      Herald's investment performance: Herald is a specialist investment company that has delivered outstanding long-term investment performance for its Shareholders, as set out in the table below. Further details of your Company's investment performance are set out in the 2024 Annual Report and the Requisitioned General Meeting Circular, copies of which are available on the Company's page of the Manager's website at: www.heralduk.com.

Source: LSEG Datastream. Data to 18 February 2025 (being the latest practicable date for this data). Total return calculations assume dividend reinvestment as at the ex-dividend date. All figures are unaudited. Past performance is not a reliable indicator of future results.

(1)    Herald's NAV total return based on 98.7 pence per Share (100 pence subscription price less launch costs of 1.3 pence) invested at inception, excluding warrants.

(2)    Herald's Share price total return based on 90.9 pence per Share, the capital gains tax base subscription price for Shareholders adjusted for warrants, which were issued on a 1 for 5 basis.

(3)    Russell 2000^® Technology Index (small cap) total return performance since 31 March 1996 (the date that the Company began investing globally).

·      Herald's investment outlook and unique offering: As set out in the Chairman's statement and the Manager's report contained in the 2024 Annual Report (please refer to pages 8 to 9 and 10 to 14 of the 2024 Annual Report, respectively), your Board and the Manager believes that the technology sector is experiencing a particularly dynamic phase. Furthermore, the Directors believe that Herald has a unique offering in the UK listed investment company sector: it gives Shareholders access to parts of listed markets with high growth potential which are difficult for individual shareholders access by other methods. The Manager believes Herald's strategy could not be replicated effectively in an open-ended investment company structure. You should VOTE IN FAVOUR of the Continuation Resolution to remain invested in the Company's distinctive strategy.

·      Herald's strong, independent Board and high standards of corporate governance: Your Board is committed to maintaining the current safeguards for Shareholders, as described on pages 10 to 12 of the Requisitioned General Meeting Circular and the 2024 Annual Report. The Directors believe that it is important to maintain a fully independent Board in order to protect against third parties seizing control of your Company against Shareholders' interests. You should VOTE IN FAVOUR of the Director Re-Election Resolutions in order to ensure that your Company retains its fully independent Board that is focused on protecting Shareholders' interests.

For these reasons, and those set out in the Notice of AGM, your Board recommends unanimously that all Shareholders VOTE IN FAVOUR of the Continuation Resolution and the Director Re-Election Resolutions.

Details of the AGM

The AGM will be held at 10-11 Charterhouse Square, London EC1M 6EE on 24 March 2025 at 2.00 p.m.

Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions and in order to be passed will each require more than 50 per cent. of the votes cast in person or by proxy on the relevant Resolution to be voted in favour of it. As required by the Articles, the Continuation Resolution (which is Resolution 11) will be proposed as an ordinary resolution.

Resolutions 12 to 14 (inclusive) will be proposed as special resolutions and in order to be passed each will require at least 75 per cent. of the votes cast in person or by proxy on the relevant Resolution to be voted in favour of it.

The full text of the Resolutions is contained in the Notice of AGM. The Notice of AGM is available for viewing on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.heralduk.com.

Recommendation

The Board strongly recommends that Shareholders VOTE IN FAVOUR of each of the Resolutions to be proposed at the AGM, as the Directors intend to do in respect of their own beneficial interests in the Company's Shares

Action to be taken

All Shareholders are encouraged to VOTE IN FAVOUR of each of the Resolutions to be proposed at the AGM and, if Shareholders do not hold their Shares directly, to arrange for their nominee to VOTE IN FAVOUR of each of the Resolutions on their behalf.

Shareholders that hold their Shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for VOTES IN FAVOUR of each of the Resolutions to be lodged on their behalf. The Association of Investment Companies' guidance on how to vote through investment platforms can be found on its website (https://www.theaic.co.uk/how-to-vote-your-shares).

You must return your form of proxy or electronic proxy appointment, at the latest, by no later than 2.00 p.m. on 20 March 2025 (although investment platforms will likely have earlier deadlines for Shareholders to transmit their proxy voting instructions).

Expected timetable

Andrew Joy, Chairman of Herald Investment Trust plc, said:

"The result of the recent general meeting requisitioned by Saba showed that almost all non-Saba shareholders wished to continue with Herald's proven and successful investment strategy. The Board strongly believes that the continuation of the Company is in the best interests of Shareholders as a whole. I would urge all shareholders to VOTE IN FAVOUR of all the resolutions at the AGM in order to ensure that they continue to have access to a strategy which has delivered 2,743.5% NAV total return since the Company's inception."

For further information please contact:

Important information

Capitalised terms used throughout this announcement shall have the meanings ascribed to them on pages 13 to 15 of the circular and notice of AGM published by the Company on 20 February 2025, unless the context otherwise requires.

All references to time in this announcement are to London (UK) time, unless otherwise stated.

The times and dates set out in the expected timetable above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and/or dates will be notified, as required, to the FCA and the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service.