Lowland Investment : Notice of 2023 Annual General Meeting

Lowland Investment Company plc Notice of 2023 Annual General Meeting

Lowland Investment Company plc Notice of 2023 Annual General Meeting

Letter from the Chairman

Dear Shareholder,

I hope that you will be able to attend the Annual General Meeting ('AGM' or 'Meeting'), which is to be held on Wednesday, 25 January 2023 at 12.30pm at 201 Bishopsgate, London EC2M 3AE.

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 to 7. I also refer you to the Company's Annual Report for the year ended 30 September 2022, which is being sent to shareholders with this document. The Meeting will be broadcast live on the internet, so if you are unable to attend the Meeting in person you will be able to log on to watch the Meeting as it happens, by visiting www.janushenderson.com/trustslive.

James Henderson will give a presentation at the Meeting on behalf of the Fund Managers and there will be opportunities to ask questions. I hope that you are able to attend the Meeting or that you vote by completing and returning your Form of Proxy. Shareholders are invited to join the Board and James for light refreshments after the official business of the Meeting has concluded.

The Board considers that the resolutions to be proposed at the Meeting are in the best interests of the Company's shareholders as a whole. The Board 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

Robert Robertson

Chairman

12 December 2022

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 independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK, or if not from another appropriately authorised independent financial adviser in your own jurisdiction.

If you have sold, transferred or otherwise disposed of all your shares in Lowland Investment Company plc (the 'Company'), please pass this circular but not the accompanying personalised Form of Proxy to the purchaser, transferee or 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.

Lowland Investment Company plc Notice of 2023 Annual General Meeting

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Lowland Investment Company plc

(an investment company within the meaning of section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 670489)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Lowland Investment Company plc (the 'Company') will be held on Wednesday 25 January 2023 at 12.30pm to consider and, if thought fit, pass the following resolutions:

1. To receive the Annual Report and audited financial statements for the year ended 30 September 2022.
2. To approve the Directors' Remuneration Policy set out on page 39 of the Directors' Remuneration Report.
3. To approve the Directors' Remuneration Report for the year ended 30 September 2022.
4. To approve the final dividend of 1.525p.
5. To re-elect Robert Robertson as a Director.
6. To re-elect Duncan Budge as a Director.
7. To re-elect Susan Gaynor Coley as a Director.
8. To re-elect Helena Vinnicombe as a Director.
9. To re-elect Thomas Walker as a Director.
10. To re-appoint Ernst & Young LLP as Statutory Auditor to the Company.
11. To authorise the Directors to determine the Auditor's Remuneration.
12. 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 in the capital of the Company ("ordinary shares") and to grant rights to subscribe for, or to convert any security into, ordinary shares up to an aggregate nominal amount of £675,464 (or such other amount as shall be equivalent to 10% of the issued share capital at the date of passing of the 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 at the conclusion of the Annual General Meeting of the Company in 2024, but that the Directors may make an offer or agreement which would or might require relevant securities to be allotted or rights to be granted after expiry of this authority and the Directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

to consider and, if thought fit, pass the following resolutions as special resolutions:

13 THAT in substitution for all existing authorities and subject to the passing of resolution 12 the Directors be empowered pursuant to section 570 and/or section 573 of the Companies Act 2006 ("the Act") to allot ordinary shares for cash pursuant to the authority conferred by resolution 12 and to sell ordinary shares held by the Company immediately before the sale as Treasury shares for cash as if section 561(1) of the Act did not apply, provided that this power shall be limited:

1. to the allotment of equity securities whether by way of a rights issue, open offer or otherwise to ordinary members and/or holders of any other securities in accordance with the rights of those securities where the equity securities respectively attributable to the interests of all ordinary members and/or such holders are proportionate (or as nearly as may be) to the respective numbers of ordinary shares and such equity securities held by them (or are otherwise allotted in accordance with the rights attaching to such equity securities) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to 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. to the allotment or sale (otherwise than pursuant to sub-paragraph (a) above) of ordinary shares up to a maximum aggregate nominal value of £675,464 (or such other amount as shall be equivalent to 10% of the issued ordinary share capital at the date of passing of the resolution); and
3. to the allotment or sale of equity securities at a price not less than the Net Asset Value per share

and shall expire on the earlier of the date falling 15 months after the passing of this resolution and at the conclusion of the Annual General Meeting of the Company in 2024 (unless previously renewed, varied or revoked, by the Company in general meeting), 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 after such expiry and the Directors may allot ordinary shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

14 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 (4) of the Act) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors may from time to time determine provided that:

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Lowland Investment Company plc Notice of 2023 Annual General Meeting

Notice of Annual General Meeting

continued

1. the maximum number of ordinary shares which may be purchased is 14.99% of the Company's issued ordinary share capital at the date of the passing of this resolution (equivalent to £1,012,520 nominal value 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 an ordinary share as taken from the London Stock Exchange Daily Official List for the five business days immediately 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 the nominal value per ordinary share;

1. THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the Annual General Meeting in 2024.
2. THAT the Board be authorised to convene a general meeting of the Company via electronic or hybrid means.

By Order of the Board

Janus Henderson Secretarial Services UK Limited

Corporate Secretary

12 December 2022

Registered Office:

201 Bishopsgate London EC2M 3AE

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 Annual General Meeting of the Company in 2024 unless previously renewed, varied or revoked, by the Company in general meeting;
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.

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Lowland Investment Company 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')

Resolutions 1 to 12 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 13 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: Annual Report and audited financial statements (ordinary resolution)

The Directors are required to present to the meeting the Annual Report and audited financial statements, including the Strategic Report, Directors' Report, Independent Auditor's Report and the Directors' Remuneration Report in respect of the financial year ended 30 September 2022. 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.

Resolutions 2 and 3: Approval of the Directors' Remuneration Policy and Report (ordinary resolutions)

In accordance with legislation on remuneration, shareholders will be asked to approve the Directors' Remuneration Policy every three years. The current Directors' Remuneration Policy was approved by shareholders 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 on page 39. The vote on this resolution is binding.

Shareholders are also asked to approve the Directors' Remuneration Report which is set out on pages 39 to 41 of the Annual Report. The vote on this resolution 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) A final dividend of 1.525p per ordinary share will, if approved by shareholders at the AGM, be paid on 31 January 2023 to those shareholders on the Register of Members on 30 December 2022.

Resolutions 5 to 9: Re-election of Directors (ordinary resolutions)

The AIC Code requires all directors to stand for re-election at every AGM. Resolutions 5 to 9 therefore seek the re-election of the Company's Directors.

Each of the Directors standing for re-election has undergone a performance evaluation and has demonstrated that he or she remains committed to the role and continues to be an effective and valuable member of the Board. Details of the performance evaluation can be found in the Corporate Governance section of the Annual Report on page 46. The Board is satisfied that each non-executive Director offering themselves for re-election is independent and there are no relationships or circumstances likely to affect their character or judgement. The Board therefore unanimously recommends the re-election of the Directors.

Biographical details are set out on pages 28 and 29 of the Annual Report, and briefly below.

Resolution 5 relates to the re-election of Robert Robertson, who joined the Board in May 2011 and was appointed as Chairman in January 2017.

External appointments:

Robert is a director of a number of private companies.

Background:

Robert was formerly chairman of West China Cement Limited, a director of BlackRock Smaller Companies Trust plc, Buro Happold Engineers Limited, Metallon Corporation plc and Mondi Europe and chief executive of Tarmac Group Limited and Anglo American's Industrial Minerals division. His early career was in finance, working in London, Paris, Johannesburg, New York and Rio de Janeiro.

Robert has been Chairman of the Board since 2017. He has a deep knowledge of the Company and many years of leadership experience both within and outside the Company. He uses his commercial experience to bring a pragmatic and objective view to Board discussions.

Resolution 6 relates to the re-election of Duncan Budge, who joined the Board in July 2014.

External appointments:

Duncan is chairman of Dunedin Enterprise Investment Trust PLC and Artemis Alpha Trust plc. He is a non-executive director of Menhaden Resource Efficiency plc, Biopharma Credit plc and Asset Value Investors Ltd.

Background:

Duncan was previously a director and chief operating officer of RIT Capital Partners plc, and a director of J. Rothschild Capital Management Limited (RIT's management company). Prior to this he spent six years at Lazard Brothers & Co. Limited.

Duncan brings extensive experience in the investment trust sector which adds strength and technical depth to Board discussions and allows him to challenge the Fund Managers on their investment decisions and views.

Resolution 7 relates to the re-election of (Susan) Gaynor Coley, who joined the Board in November 2016 and was appointed Audit Committee Chairman in January 2017.

External appointments:

Gaynor is a director and chair of the Audit Committee of Asia Dragon Trust plc, Foresight 4 VCT plc and the Secured Income Fund plc. She is also a partner in Coley Hill Consultancy.

Background:

She was previously the Chairman of the Wave Group Ltd, Director of Public Programmes at the Royal Botanic Gardens Kew, Managing Director of the Eden Project in Cornwall and Director of Finance at Plymouth University.