Dunedin Investment Trust : Tender Offer Circular

(please refer to the accompanying notes to the notice of General Meeting set out at the end of this document). Proxies submitted via Proxymity for the General Meeting must be transmitted so as to be received by the Registrars as soon as possible and, in any event, by no later than 12 noon on 14 November 2022.

Interactive Investor will be writing separately to Interactive Investor Savings Product Investors with regards to the action that they will need to take if they wish to tender Shares held through the Interactive Investor Savings Product Range in the Tender Offer.

The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Offer is not being made, directly or indirectly, in or into or by use of the mails or by any means or instrumentality (including, but not limited to, facsimile, email, internet or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this document and related documents, including the Tender Form, are not being, and must not be in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Tender Offer. All shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this document and the Tender Form should read the further details in this regard which are set out in paragraph 11 of Part 3 of this document before taking any action.

The Tender Offer is not being made to Sanctions Restricted Persons.

Also enclosed with this document is a Tender Form for use by Shareholders who hold their Shares in certificated form in connection with the Tender Offer. To be effective, Tender Forms must be returned to the Receiving Agent, Equiniti Limited, by not later than 1.00 p.m. on 18 November 2022. Shareholders who hold their Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Shares tendered.

Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return a Tender Form but should transmit the appropriate transfer to escrow instruction via CREST as described in Part 3 of this document as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 18 November 2022.

The Tender Offer will only be available to Shareholders whose names appear on the Register as at 6.00 p.m. on 18 November 2022 in respect of Shares held by them as at that date.

IF YOU DO NOT WISH TO SELL ANY OF YOUR SHARES IN THE TENDER OFFER, DO NOT COMPLETE AND RETURN THE TENDER FORM OR SUBMIT A TTE INSTRUCTION. THE DIRECTORS INTEND TO USE REASONABLE ENDEAVOURS TO TENDER THEIR BASIC ENTITLEMENT IN THE TENDER OFFER.

Your attention is drawn to the section headed "Action to be Taken" on page 4 of this document.

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ACTION TO BE TAKEN BY SHAREHOLDERS

Only Shareholders whose names appear on the Register as at 6.00 p.m. on 18 November 2022 are able to participate in the Tender Offer in respect of the Shares held by them as at that date. Whether and the extent to which Shareholders participate in the Tender Offer is a matter for each Shareholder to decide and will be influenced by their own individual financial, investment and tax circumstances. Shareholders should seek advice from their own independent financial adviser. You should read the whole of this document which contains the terms of the Tender Offer, not just this section, when deciding what action to take.

IF YOU DO NOTWISH TO TENDER ANY OF YOUR SHARES, DO NOT COMPLETE AND RETURN A TENDER FORM OR SUBMIT A TTE INSTRUCTION.

If you are resident in a jurisdiction other than the United Kingdom, you should refer to paragraph 11 of Part 3 of this document as you may not be able to participate in the Tender Offer.

THE TENDER OFFER WILL NOT BE MADE INTO, AND TENDERED SHARES WILL NOT BE ACCEPTED FROM, ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO. THIS DOCUMENT AND ANY RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO PURCHASE SHARES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE IN OR INTO THE UNITED STATES.

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If you have any queries in relation to your shareholding(s) in the Company, please call the Shareholder helpline between 8.30 a.m. and 5.30 p.m. Monday to Frid ay (except public holidays in England and Wales) on 0371 384 244 0 for UK h olders or +44 (0) 121 41 5 7047 for overseas holder s. 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 in connection with the completion of Forms of Proxy and/or completion of Tender Forms and cannot provide you with financial, tax, investment or legal advice.

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