RIT Capital Partners : Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you have sold or otherwise transferred all your ordinary shares in RIT Capital Partners plc please forward this document, together with the accompanying documents, immediately to the purchaser or transferee or to the stockbroker, bank or agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of shares, you should retain these documents.

Notice of Annual General Meeting 2023

RIT Capital Partners plc

27 St. James's Place, London SW1A 1NRwww.ritcap.com

Dear Shareholder

I am pleased to be writing to you with details of your Company's Annual General Meeting, which will take place on Wednesday 26 April 2023 at Spencer House, 27 St. James's Place, London, SW1A 1NR. The meeting will begin at 12.00 noon.

It would be appreciated if shareholders attending the meeting in person could complete and return the attendance card enclosed with this Notice. This will help us to make the appropriate arrangements for the meeting.

Registered shareholders who are unable to attend may cast their votes by completing and returning a proxy voting card or voting online through the CREST system. Explanatory notes on voting are set out in this document on pages 10 and 11.

A description of the resolutions to be proposed at the Annual General Meeting follows on pages 7 to 9. For those shareholders who have elected to receive a hard copy of the Annual Report and Accounts for the financial year ended 31 December 2022, please find it enclosed. Shareholders who have not elected to receive the Annual Report and Accounts in hard copy can view it on the Company's website.

Engagement with our shareholders is important to us and there will be the opportunity at the Annual General Meeting to ask questions to the Directors of your Company, as well as members of the Executive Committee of our Manager, J. Rothschild Capital Management Limited. If you are unable to attend, you can submit your questions relating to the business of the AGM in advance of the Meeting by sending an email to:[e-mail].

I look forward to seeing shareholders in Spencer House on 26 April.

Sir James Leigh-Pemberton

Chairman

27 March 2023

Registered office as above. Registered in England & Wales 2129188

Notice is hereby given that the Annual General Meeting of RIT Capital Partners plc (the "Company") will be formally held at Spencer House, 27 St. James's Place, London, SW1A 1NR on Wednesday 26 April 2023 at 12.00 noon.

The meeting will be held for the following purposes:

Ordinary Business

As ordinary business, to consider and, if thought fit, pass the following resolutions, each of which is proposed as an Ordinary Resolution:

• 1. To adopt the Annual Report and Accounts for the year ended 31 December 2022;

• 2. To approve the Directors' Remuneration Report for the year ended 31 December 2022;

• 3. To approve the Directors' Remuneration Policy as set out in the Directors' Remuneration Report for the year ended 31 December 2022;

• 4. To re-elect Sir James Leigh-Pemberton as a Director;

• 5. To re-elect Philippe Costeletos as a Director;

• 6. To re-elect Maggie Fanari as a Director;

• 7. To re-elect Maxim Parr as a Director;

• 8. To re-elect André Perold as a Director;

• 9. To re-elect Hannah Rothschild as a Director;

• 10. To elect Vikas Karlekar as a Director;

• 11. To elect Cecilia McAnulty as a Director;

• 12. To elect Jutta af Rosenborg as a Director;

• 13. To re-appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company; and

• 14. To authorise the Directors to fix the remuneration of the auditors.

Special Business

To consider and, if thought fit, pass the following resolution, which will be proposed as an Ordinary Resolution:

15. THAT the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares:

• (i) up to a nominal amount of £51,717,734; and

• (ii) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further nominal amount of £51,717,734 in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire on whichever is the earlier of the end of the Company's Annual General Meeting in 2024 and 30 June 2024, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution "rights issue" means an offer to:

• (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

• (b) people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

To consider and, if thought fit, pass the following resolutions, which will be proposed as Special Resolutions:

16. THAT subject to the passing of Resolution 15 above:

the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash:

(a) pursuant to the authority given by paragraph (i) of Resolution 15 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act in each case:

• I. in connection with a pre-emptive offer; and

• II. otherwise than in connection with a pre-emptive offer and subject to Listing Rule 15.4.11, up to an aggregate nominal amount of £15,515,320; and

(b) pursuant to the authority given by paragraph (ii) of Resolution 15 above in connection with a rights issue, as if Section 561(1) of the 2006 Act did not apply to any such allotment; such authority to expire at the end of the Company's Annual General Meeting in 2024 or at close of business on 30 June 2024, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements during this period which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

• (a) "rights issue" has the same meaning as in Resolution 15 above;

• (b) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

• (c) "Listing Rules" means the rules and regulations made by the Financial Conduct Authority carrying out its primary market functions under the Financial Services and Markets Act 2000, and contained in the FCA Handbook;

• (d) references to an allotment of equity securities shall include a sale of treasury shares; and

• (e) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

17. THAT the Company be and is hereby unconditionally authorised for the purpose of Section 701 of the 2006

Act to make market purchases (as defined in Section 693 of the 2006 Act) up to an aggregate of 23,257,465 ordinary shares of £1 each in the capital of the Company (or such a number of ordinary shares as represents 14.99 per cent of the Company's issued capital, exclusive of treasury shares, at the date of the meeting, whichever is less) at a price (exclusive of expenses) which is:

• (a) not less than £1 per share; and

• (b) not more than an amount equal to the higher of: (a) 5 per cent above the arithmetical average of the middle-market quotations (as derived from the Daily Official List of the London Stock Exchange) for the five business days preceding the day on which such share is contracted to be purchased; and (b) the higher of the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange Trading System,

AND THAT the authority conferred by this Resolution shall expire at the end of the Company's Annual General Meeting in 2024 or on 30 June 2024, whichever is the earlier (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).

18. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days'

notice.

By order of the Board

J. Rothschild Capital Management Limited Company Secretary

Registered office:

27 St James's Place London SW1A 1NR 27 March 2023