Independent Investment Trust : Scheme Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE RECONSTRUCTION AND VOLUNTARY WINDING UP OF THE INDEPENDENT INVESTMENT TRUST PLC ON WHICH SHAREHOLDERS ARE BEING ASKED TO VOTE AND IN RELATION TO WHICH SHAREHOLDERS HAVE THE RIGHT TO MAKE AN ELECTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE IN THE UNITED KINGDOM, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IF YOU ARE IN A TERRITORY OUTSIDE OF THE UNITED KINGDOM, WITHOUT DELAY.

If you have sold or otherwise transferred all your Shares in The Independent Investment Trust PLC (the "Company"), please send this document together with the accompanying documents (but not the accompanying personalised Forms of Proxy or Form of Election) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, the accompanying prospectus (the "MNKS Prospectus") published by The Monks Investment Trust PLC ("Monks" or "MNKS") should not be forwarded to or transmitted in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA State (other than the United Kingdom) or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions. Shareholders who are resident in, or citizens of, territories outside the United Kingdom should read the section titled "Overseas Shareholders and Sanctions Restricted Persons" in Part 3 of this document.

The definitions used in this document are set out on pages 40 to 46 of this document.

THE INDEPENDENT INVESTMENT TRUST PLC

(Incorporated in Scotland with registered number SC210685)

(An investment company within the meaning of section 833 of the Companies Act 2006)

Recommended proposals for the members' voluntary winding up of the

Company and combination with The Monks Investment Trust PLC

and

Notices of General Meetings

This document should be read in conjunction with the accompanying MNKS Prospectus. The Proposals described in this document are conditional, amongst other things, on Shareholder approval. Your attention is drawn to pages 36 to 37 of this document which summarise the risk factors associated with the Proposals. Your attention is further drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains, among other things, the recommendation of the Board that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings referred to below. This document should be read in its entirety before deciding what action you should take.

Notices of two general meetings of the Company to be held on 31 October 2022 and on 8 November 2022 respectively (the "General Meetings") are set out at the end of this document. Both General Meetings will be held at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN.

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meetings and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf. Forms of Proxy for use in conjunction with the General Meetings are enclosed. To be valid for use at the General Meetings, the Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible, but in any event so as to be received no later than 48 hours (excluding non-working days) before the time of the relevant General Meeting. Alternatively, you may appoint a proxy or proxies electronically by visiting

www.investorcent re.co. uk/eproxyand following the instructions. Proxies submitted via www.investorcentre.co.uk/eproxymust be transmitted so as to be received by the Registrars by no later than 48 hours (excluding non-working days) before the time of the relevant General Meeting. Shareholders who hold their Shares in uncertificated form (i.e. in CREST) may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the notices of the General Meetings set out at the end of this document). Proxies submitted via CREST for the General Meetings must be transmitted so as to be received by the Registrars as soon as possible and, in any event, by no later than 48 hours (excluding non-working days) before the time of the relevant General Meeting.

Shareholders who hold Shares in certificated form will also find enclosed with this document a Form of Election for use in connection with the Proposals. To be valid, Forms of Election must be completed and returned to the Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH so as to arrive as soon as possible and in any event not later than 1.00 p.m. on 27 October 2022. Shareholders who hold their Shares in uncertificated form will not receive a Form of Election and should elect in accordance with the instructions contained in the section of this document titled "Ordinary Shares held in uncertificated form (that is, in CREST)", which can be found on page 21 in Part 3 of this document. All Elections will be irrevocable without the consent of the Directors. Failure to return a Form of Election or to submit a TTE Instruction (as applicable) or the return of a Form of Election which is not validly completed will result in the relevant Shareholder being deemed to have elected for the Rollover Option in respect of their entire holding. Overseas Shareholders will not be sent a copy of the MNKS Prospectus and should read the section titled "Overseas Shareholders and Sanctions Restricted Persons" in Part 3 of this document. Sanctions Restricted Persons will not be permitted to participate in the Scheme.

J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("JPMC") and is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the UK, is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than Company for providing the protections afforded to customers of JPMC or for providing advice in relation to the Proposals, the contents of this document and the accompanying documents or any other matter referred to herein or therein.

It is important that you complete and return the Forms of Proxy, appoint a proxy or proxies electronically or use the CREST electronic voting service in the manner referred to above, and return the Form of Election or submit a TTE Instruction (as applicable) as soon as possible. Your attention is drawn to the section titled "Action to be Taken" on pages 12 and 13 of this document.

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CONTENTS

ACTION TO BE TAKEN BY SHAREHOLDERS EXPECTED TIMETABLE

PART 1 LETTER FROM THE CHAIRMAN

PART 2 THE MONKS INVESTMENT TRUST PLC PART 3 FURTHER DETAILS OF THE PROPOSALS PART 4 THE SCHEME

PART 5 RISK FACTORS

PART 6 ADDITIONAL INFORMATION DEFINITIONS

NOTICE OF THE FIRST GENERAL MEETING NOTICE OF THE SECOND GENERAL MEETING

Page 4 6 7 15 21 28 36 38 40 47 52

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Complete and return the PINK Form of Proxy for the First

General Me eting so as to be received as soon as possible, but in any event by no later than 9.30 a.m. on 27 October 2022.

ANDComplete and return the GREEN Form of Proxy for the Second General Meeting so as to be receivedas soon as possible, but in any event by no later than 9.30 a.m. on 4 November 2022.

ACTION TO BE TAKEN BY SHAREHOLDERS

Full details of the action to be taken by Shareholders are set out in the section of Part 1 of this document titled "Action to be taken" which can be found on pages 12 and 13 of this document and in the instructions on the Forms of Proxy and the Form of Election. You should read this whole document when deciding what action to take. The attention of Overseas Shareholders is drawn to the section headed "Overseas Shareholders and Sanctions Restricted Persons" in Part 3 of this document.

TO VOTE ON THE PROPOSALS

To vote on the Proposals

TO MAKE AN ELECTION
To elect to rollover into MNKS		No Form of E lection sho uld be completed, however,
Shareholders should nevertheless vote on the Proposals,
in full (the "Rollover Option")	as set out above.
		If you hold your Shares in certificated form (that is, not in
		CREST) you MUST complete the Form of Election in
		accordance with the instructions contained therein so as
To elect for the Cash Option		to be receivedas soon as possible,but in any event by no
	later than 1.00 p.m. on 27 October 2022.
in full or in part	If you hold your Shares in uncertificated form (that is, in
		CREST) you MUST send a TTE Instructionin respect of
		any Shares for which you wish to make an Electionfor the
		Cash Option by no later than 1.00 p.m. on 27 October
	2022.

If you have any questions relating to the completion and return of your Forms of Proxy and/or the Form of Election, please contact the Receiving Agent's Shareholder Helpline between 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales) on [phone]. Network providers' costs may vary. Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline can only provide information regarding the completion of Forms of Proxy and/or the Form of Election and cannot provide you with financial, tax, investment or legal advice. Only Shareholders who hold Shares as at 6.00 p.m. on 31 October 2022 are able to elect for the Cash Option in respect of those Shares. The extent to which a Shareholder elects for the Cash Option is a matter for each Shareholder to decide, and will be influenced by their own individual financial and tax circumstances and investment objectives. Shareholders should seek advice from their own independent financial adviser.

Overseas Shareholders are entitled to participate in the Scheme. However, to the extent that Monks, and/or the Liquidators, acting reasonably, consider that any issue of New MNKS Shares to an Overseas Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction or

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may violate any applicable legal or regulatory requirements or may r equire Monks to become subj ect
to additional regulatory requirements (to which it would not be subject but for such issue) and Monks
and/or t he L iquidators, as the case may be, have not been provided with evi	dence reaso nably
satisfactory to th em that the releva nt Overseas Shar eholder is permitted to hold New MN KS Shares
under any relevant securities l aws or regulati ons of such overseas j urisdictions (or that Monks would
not be subject to any additional regulatory requirements to w hich it would not be subject but for such
issue), such Overseas Shareholder wi ll be deemed to have elected for the Cash	Option in respect of
their entire holding.

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