For immediate release.

28 March 2025

Keystone Positive Change Investment Trust plc (KPC)

Legal Entity Identifier: 5493002H3JXLXLIGC563

Results of Adjourned Second General Meeting, Suspension and Cancellation of Reclassified Shares and Preference Shares and Scheme Entitlements

In connection with the proposals for the scheme of reconstruction and members' voluntary winding-up of Keystone Positive Change Investment Trust plc (the "Company") under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce the result of the adjourned Second General Meeting and the Scheme entitlements.

Defined terms used in this announcement have the meanings given in the Company's circular to Shareholders dated 19 February 2025 (the "Circular"). The Circular, and the Scheme Circular, are available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.keystonepositivechange.com.

Result of the Adjourned Second General Meeting

The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the adjourned Second General Meeting held earlier today. Accordingly, Derek Neil Hyslop and Richard Peter Barker (together the "Liquidators"), both of Ernst & Young LLP of 1 More London Place, London, SE1 2AF have been appointed as joint liquidators of the Company. Details of the number of votes cast for, against and withheld in respect of the resolution, which was held on a poll, are set out below and will also be published on the Company's website www.keystonepositivechange.com.

The poll results were as follows:

⁽¹⁾ The number of Ordinary Shares in issue as at the voting record time of 6.00 p.m. on 26 March 2025 (the "Voting Record Time") is 67,593,995.  The Company holds 8,476,508 ordinary shares in treasury. Therefore, the total voting rights in the Ordinary Share capital of the Company as at the Voting Record Time were 5,911,748 votes (representing 59,117,487 Ordinary Shares, carrying one vote for every ten Ordinary Shares held). The 250,000 5 per cent. cumulative Preference Shares of £1.00 each carried one vote per £1 of nominal value of Preference Shares held at the adjourned Second General Meeting. Therefore, the total voting rights in the Preference Share capital of the Company as at the Voting Record Time were 250,000 votes and the total voting rights in the entire issued share capital of the Company as at the Voting Record Time were 6,161,748 votes. The total votes cast represented 57.56 per cent. of the Company's Ordinary Share capital and 3.00 per cent. of the Company's Preference Share capital.

⁽²⁾ A 'vote withheld' is not a vote in law and has not been counted as a vote "for" or "against" a Resolution.

The full text of the Resolution can be found in the notice of adjourned Second General Meeting contained in the Circular.

Suspension and Cancellation of Reclassified Shares and Preference Shares

The Company's Reclassified Shares and Preference Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. this morning, 28 March 2025, in anticipation of the Second General Meeting.

The Company, through its advisers, will notify the Financial Conduct Authority and the London Stock Exchange of the Company's intention to cancel the Company's admission of the Reclassified Shares and the Preference Shares to listing and trading as soon as practicable after the Effective Date.

Scheme Entitlements

The entitlements calculated in accordance with the terms of the Scheme were as follows:

•     Rollover Pool FAV per Ordinary Share: 238.2223 pence

•     BGPC Share Subscription Price: 323.2 pence

•     Cash Pool FAV per Ordinary Share: 230.0216 pence

Therefore, Ordinary Shareholders will receive the following cash and/or number of New BGPC Shares.

For Ordinary Shareholders that elected (or are deemed to have elected) to receive New BGPC Shares:

•     each Reclassified Share with "A" rights attached to it will receive 0.73707395 New BGPC Shares.

For Ordinary Shareholders that elected (or are deemed to have elected) for the Cash Option:

•     each Reclassified Share with "B" rights attached to it will receive 230.0216 pence in cash.

Liquidation and Illiquid Investments

As noted in the Scheme Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company. In the light of liquidity and redemption requirements on open-ended vehicles under the FCA rules, the Illiquid Investments that remained unsold as at the Calculation Date have not been transferred to BGPC as part of the Rollover Pool and have therefore also been allocated to the Liquidation Pool.

As at 27 March 2025, the Company held four Illiquid Investments, with a combined fair value of approximately £4.0 million. Two of those investments, PsiQuantum and Climeworks, represent substantially all of that amount.

The Liquidation Pool will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company, including the distribution to the Preference Shareholders pursuant to their rights as set out in the Articles, and the Liquidators (in consultation with Baillie Gifford) shall seek to realise the Illiquid Investments.  The remaining balance of the Liquidation Pool, if any, shall be distributed in cash by the Liquidators pursuant to the Scheme, to all Ordinary Shareholders (being those Ordinary Shareholders on the Register as at the Record Date in proportion to the respective holdings of Ordinary Shares on the Record Date, other than Dissenting Shareholders) provided that if any such amount payable to any Ordinary Shareholder is less than £5.00, it shall not be paid to the Ordinary Shareholder but instead shall be paid by the Liquidators to the Nominated Charity.

The Liquidators will also be entitled to make interim payments to Ordinary Shareholders on the Register as at the Record Date in proportion to their holdings of Ordinary Shares. The Liquidators shall only make such distribution if there is sufficient cash available and if the Liquidators are of the view that it is cost effective to make an interim distribution. If any interim distribution payable to any Ordinary Shareholder is less than £5.00, it shall not be paid to the Ordinary Shareholder but instead shall be paid by the Liquidators to the Nominated Charity. For these purposes, any Ordinary Shares held by Dissenting Shareholders and any Ordinary Shares held in treasury will be ignored.

In accordance with the Circular, Shareholders who elected, or were deemed to have elected, for the Rollover Option will be issued their New BGPC Shares on 28 March 2025. The first day of dealing in the New BGPC Shares will be 31 March 2025. Shareholders who elected for the Cash Option will have their entitlements despatched in the week commencing 7 April 2025 via CREST and/or cheque.

As the Scheme has become effective, the Annual General Meeting of the Company that was scheduled to be held immediately following the Second General Meeting was not required (and has been adjourned indefinitely).