Polar Capital Global Healthcare Trust : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary shares in Polar Capital Global Healthcare Trust plc please send this Notice of Annual General Meeting, together with the accompanying documents, 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 delivery to the purchaser or transferee.

POLAR CAPITAL GLOBAL HEALTHCARE TRUST PLC

(incorporated and registered in England and Wales under number 07251471 and registered

as an investment company under Section 833 of the Companies Act 2006)

NOTICE OF ANNUAL GENERAL MEETING

('AGM')

to be held at 2.00pm on Thursday, 9 February 2023 at the offices of

Polar Capital, 16 Palace Street, London, SW1E 5JD

The nearest tube stations are Victoria and St. James's Park

Please allow time to pass through registration and security.

A form of proxy for ordinary Shareholders is provided for use at the AGM. To be valid, the form of proxy should be completed and returned in accordance with the instructions thereon to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible but in any event so as to arrive not later than 48 hours before the time appointed for holding the Meeting (excluding non-working days).

You are encouraged to complete and submit your form of proxy as soon as possible. Appointment of a proxy will not prevent you from attending and voting at the meeting if you subsequently find that you are able to do so.

1

Polar Capital Global Healthcare Trust plc

(incorporated and registered in England and Wales under number 07251471 and registered as an

investment company under Section 833 of the Companies Act 2006)

Directors:	Registered Office
Lisa Arnold (Chair)	16 Palace Street
Andrew Fleming	London
Neal Ransome	SW1E 5JD
Jeremy Whitley
9 December 2022

To holders of Ordinary shares and, for information only, to the holders of PCGH ZDP PLC Zero Dividend Preference Shares

Notice of the twelfth Annual General Meeting ('AGM') of

Polar Capital Global Healthcare Trust plc (the 'Company')

Dear Shareholder

I have pleasure in inviting Ordinary Shareholders to the Company's forthcoming Annual General Meeting ('AGM') which is being held at 2pm on Thursday, 9 February 2023 at the offices of Polar Capital, 16 Palace Street, London, SW1E 5JD. Enclosed with this letter is your formal notice of AGM ('Notice of AGM') set out on pages 7 and 8 of this document and a form of proxy.

We have been considering the structure of our AGMs post COVID-19 and, given the difficulty many non-London based Shareholders experience in travelling to the AGM, we have decided to separate the formal business and the Managers' investment update. We will therefore be holding the formal business in person (as per the requirements of the Articles of Association), which will require a quorum of members to be present at the meeting and will provide a recording of the Managers' 'Review of the Year and Outlook for 2022-23' on the Company's website ahead of the formal business meeting.

We are aware that many Shareholders are particularly interested in the components and performance of the Company's portfolio and therefore estimate that the Managers' presentation will be uploaded to the website at the end of January 2023 to give Shareholders time to consider the content ahead of the deadline to submit their proxy votes on the formal business. Once available, we will release a market announcement to invite shareholders and guests to listen to the recording and view the slides.

The Board believes that shareholder engagement remains important and is keen that the components of the AGM be participative for all. Shareholders are encouraged to listen to the recording and review the Managers' presentation and to send any questions to the Managers and the Board via the Company Secretary at [e-mail] stating the subject matter as PCGH-AGM. Questions will be answered either directly or via the website. The formal business meeting will be attended by the Board, including the Committee Chairs, and the Managers, all of whom will be available to respond to questions and concerns from Shareholders prior to and during the meeting.

All voting at the formal business meeting will be conducted on a Poll; you are therefore encouraged to submit your votes by proxy ahead of the meeting in accordance with the notes to the Notice of AGM on page 9. If you would like to vote on the resolutions on a Poll, but cannot attend the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the Notice of AGM and noted on the reverse of the Proxy Card.

The purpose of this letter is to explain the business to be considered at the AGM.

2

Resolution 1 - To receive the Annual Report and Financial Statements

The Annual Report and Financial Statements for the year ended 30 September 2022 will be presented to the AGM. The Annual Report accompanies this Notice of AGM or is available from the Company's website. Shareholders will be given an opportunity at the meeting to ask questions or can submit questions on the Annual Report and Financial Statements by email as detailed above.

Resolutions 2 & 3 - Directors' Remuneration Policy & Remuneration Implementation Report (pages 58 to 62 of the Annual Report)

Resolution 2 seeks Shareholder approval to renew the forward-looking Remuneration Policy which lasts for up to three years. The current Policy was approved by Shareholders at the 2020 AGM and will expire on 30 September 2023 unless renewed. The Policy being proposed has not changed from that which was approved in 2020 and if approved by Shareholders, the Remuneration Policy will remain in force until 30 September 2026.

Resolution 3 seeks approval, on an advisory basis, of the Remuneration Implementation Report, which looks back at the remuneration paid to the Directors for the year ended 30 September 2022.

Resolutions 4 to 7

In accordance with the AIC Code of Corporate Governance, it is recommended that all Directors retire annually and, with the support of the Board, stand for re-election annually. Biographies of each of the Directors can be found on pages 6 and 7 of the Annual Report. The Board has confirmed, following a performance review, that the Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles. The Board also considered the specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, in accordance with the AIC Code, and these are set out below:

Lisa Arnold - Lisa has had a long career as a global pharmaceuticals and healthcare analyst ahead of her taking on non-executive director positions. Since joining the Board and taking on the Chair Lisa has delivered investment and strategic experience along with her detailed and effective leadership skills. Through Lisa's pension fund roles, particularly with the early adoption of TCFD, she has a comprehensive understanding of the importance and challenges of ESG and climate related issues. In her role as Chair, Lisa has continued to work closely with the corporate brokers and the Managers to improve communication both internally and externally for the benefit of all and, in particular, when considering a shareholder perspective. Lisa continues to lead the Board with an inclusive and engaging manner and her nomination for re-election as Chair and non-executive Director is supported by both the Board and the Managers.

Neal Ransome - Neal has recent and relevant financial expertise with a strong accounting background which enables him to perform in-depth analyses of the Company's performance and Financial Statements. In addition to his financial expertise, Neal has a wealth of experience in evaluating pharmaceutical and healthcare companies having previously led PwC's Pharmaceutical and Healthcare M & A practice. Neal is Chair of the Company's Audit Committee, a role in which he has had extensive experience on other boards. Neal's re-election as a non-executive Director and Audit Committee Chair is supported by the Board and the Managers.

Andrew Fleming - Andrew continues to share his investment and management experience and is a key participant in Board meetings. He has worked with the Board and the Managers to ensure the continuation and continued improvement of service. In addition to his extensive investment and commercial management expertise he also has prior ESG experience having launched one of Europe's first ESG funds some 20 years ago and was a very early advocate and signatory of the UNPRi principles. Andrew's re-election as a non-executive Director is supported by the Board and Managers.

Jeremy Whitley - Jeremy's experience, not least from his prior roles at Abrdn Asset Management, has enabled him to bring a global perspective to the regular review of the portfolio and he has been a strong advocate for clear performance attribution analysis. Jeremy also brings to the Board experience from other investment trust management houses. Jeremy's re-election as a non-executive Director is supported by the Board and the Managers.

3

Resolutions 8 & 9 - Re-appointment of Auditors and Auditors' Remuneration

There is a requirement to appoint an auditor at each general meeting at which accounts are laid before the Company, with the expectation that the auditor will then hold office until the next such meeting. Shareholders are required to approve the appointment of the Company's auditor each year and to determine or authorise the Directors to determine the auditor's remuneration. Resolution 8 relates to the reappointment of PricewaterhouseCoopers LLP as the Company's independent auditors to hold office until the next AGM of the Company and Resolution 9 authorises the Directors to determine their remuneration.

Resolution 10 - Dividend Policy

Following the Company's reconstruction in 2017, which included a change to the Company's strategy from income and growth to growth alone, the adopted dividend policy has been and remains that dividends will be paid bi-annually in February and August. The policy may result in lower dividends being paid than historically to recognise the focus on capital growth.

The interim dividends will not necessarily be of equal amounts because the dividends from the Company's underlying investments are expected to arrive irregularly throughout the financial year. Shareholders should recognise that circumstances may arise when it is necessary to reduce the level of dividend payment or equally there may be instances when the level of dividend must be increased in order to comply with Sections 1158 and 1159 of the Corporation Tax Act 2010. Where this would result in paying a dividend beyond the Board's intended policy a 'special dividend' will be declared and paid.

Resolution 11 - Allotment of Shares

Resolution 11 deals with the Directors' authority to allot Ordinary Shares. At last year's AGM, the Directors were given authority to allot Ordinary Shares in the capital of the Company up to a maximum nominal amount of £3,031,750 representing approximately 10% of the Company's issued Ordinary share capital.

Resolution 11 will, if passed, renew the authority to allot given to the Directors at last year's AGM on similar terms in respect of 12,127,000 Ordinary shares with a nominal amount of £3,031,750 representing approximately 10% of the Company's issued Ordinary share capital on 9 December 2022. The authority will continue until the end of the next AGM of the Company.

Resolution 12 - Disapplication of Statutory Pre-emption Rights

Resolution 12 will give the Directors power to allot Ordinary shares pursuant to the authority granted under Resolution 11 for cash without, in certain circumstances, being required to comply with the pre-emption rights in the Companies Act 2006. In particular, this power will permit the Directors to allot Ordinary shares up to a maximum nominal value of £3,031,750, representing approximately 10% of the issued Ordinary share capital of the Company as at 9 December 2022, for cash otherwise than in connection with an offer to existing Shareholders. This authority also permits the Directors to re-sell the shares held in treasury. The authority conferred by Resolution 12 will expire upon the expiry of the general authority conferred in Resolution 11.

The Directors' policy on the issue of new Ordinary shares is for the net issue price (after an allocation of costs) to be above the Net Asset Value ('NAV') per share. Any re-issue of shares from treasury will follow institutional guidelines but it is not anticipated that such shares would be re-issued at prices below NAV.

The Directors consider that renewing the Company's share allotment authority and disapplying pre-emption rights in respect of allotment of new shares is advantageous for Shareholders on the basis that (a) any new Ordinary shares issued for cash will be at a price that will be in excess of NAV and should therefore enhance NAV for existing Shareholders (over the longer term); (b) a larger capital base should result in a lower ongoing charges ratio for the Company because of the fixed element of cost; and (c) the increased number of Ordinary shares should improve their liquidity. The Directors further believe that having the ability to ensure a ready supply of Ordinary shares to the market should assist in avoiding the creation of an excessive and unsustainable premium over NAV, which could increase the risks for new investors.

4

Resolution 13 - Authority to Make Market Purchases of Ordinary Shares

Resolution 13 renews the authority granted to the Company to buy back its own Ordinary shares in the market as permitted by the Companies Act 2006.

The Company was given authority to make market purchases of up to 14.99% of the Company's Ordinary share capital at last year's AGM. Your Board wishes to renew this authority so that the Company will retain the flexibility to make market purchases of its own shares where your Board considers it desirable to do so.

If Resolution 13 is passed, the Company may opt to cancel or hold in treasury all of the Ordinary shares it may purchase pursuant to the authorities contained therein.

During the year ended 30 September 2022, no shares were bought back. The current total number of shares held in treasury is 2,879,256.

The Directors believe that to make such purchases of Ordinary shares in the market at appropriate times and prices is a suitable method of enhancing Shareholder value. Where the purchases of Ordinary shares are made at prices below the prevailing NAV per share, this will enhance the net asset value for the remaining Shareholders. The Board therefore intends that purchases of Ordinary shares would only be made at prices below the NAV.

The Company would, within guidelines set from time to time by the Board, make either a single purchase or a series of purchases, when market conditions are suitable, with the aim of maximising the benefits to Shareholders. The Board considers that it will be most advantageous to Shareholders for the Company to be able to make such purchases as and when it considers market conditions to be favourable and therefore does not propose to set a timetable for making any such purchases.

Resolution 13 provides that the number of Ordinary shares that could be purchased does not exceed a maximum of 18,178,373 (representing approximately 14.99% of the Company's issued Ordinary share capital as at 9 December 2022). The resolution also sets the maximum price that may be paid by the Company at the higher of 105% of the average middle-market quotation for an Ordinary share on the 5 business days immediately preceding the date of the relevant purchase or the higher of the last independent trade and the highest independent bid. The minimum price to be paid will be 25p per Ordinary share (being the nominal value per share).

The authority granted under Resolution 13 will last until the end of the next AGM of the Company or until the whole of the 14.99% has been utilised, whichever is the earlier.

Under the Companies Act 2006, the Company is allowed to hold its own Ordinary shares in treasury following a buy back, instead of cancelling them. This gives the Company the ability to re-sell treasury shares quickly and cost effectively and provides the Company with additional flexibility in the management of its capital base. Shares held in treasury have their voting and dividend rights suspended. If the Directors exercise the authority conferred by Resolution 13 the Company will have the option of either cancelling or holding in treasury any of its own Ordinary shares purchased in the market. The Directors will decide at the time of purchase which option to pursue. The Directors will have regard to any guidelines issued by investor groups at the time of any such purchase with respect to the holding for resale of treasury shares.

5