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Notice of Annual General Meeting Overview Overview

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Notice of Annual General Meeting Overview Overview Standard Life Private Equity Trust plc 97 Notice of Annual General Meeting Overview NOTICE IS HEREBY GIVEN the twentieth Annual General Meeting of Standard Life Private Equity Trust plc (the “Company”) will be held at the offices of Aberdeen Standard Investments, 6 St Andrew Square, Edinburgh EH2 2BD on Tuesday, 23 March 2021 at 12.30 p.m. for the following purposes: Ordinary Business As ordinary business, to consider and, if thought fit, pass the following resolutions, in the case of numbers 1 to 11 inclusive, as ordinary resolutions and, in the case of numbers 12 and 13 , as special resolutions: Strategic Report 1. That the Annual Report and Financial Statements for the year ended 30 September 2020, including the Directors’ Report and the Independent Auditor’s Report be received. 2. That the Directors’ Remuneration Report for the year ended 30 September 2020 (excluding the Directors’ Remuneration Policy) be approved. 3. That the Company’s dividend policy to pay four interim dividends be approved. 4. That Mr Bond be re-elected as a Director. Review Investment 5. That Mr Devine be re-elected as a Director. 6. That Ms McComb be re-elected as a Director. 7. That Ms Seymour-Williams be re-elected as a Director. 8. That Mr Thomson be re-elected as a Director. 9. That BDO LLP be re-appointed as Independent Auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. Governance 10. That the directors be authorised to fix the remuneration of the Independent Auditor for the year to 30 September 2021. 11. That, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (“Securities”) provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares up to 10% of the nominal value of the issued share capital (excluding treasury shares) of the Company, as at the date of the passing of this resolution, such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months Statements Financial from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended or renewed by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require Securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant Securities in pursuance of such an offer or agreement as if such authority had not expired. 12. That, subject to the passing of resolution 11 set out above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date hereof, the Directors of the Company be and they are hereby generally empowered Information Corporate (i), pursuant to Section 570 of the Companies Act 2006 (the “Act”), to allot equity securities (as defined in Section 560 of the Act), including the grant of rights to subscribe for, or to convert securities into Ordinary shares for cash pursuant to the authority given by resolution 11 set out above and (ii), pursuant to Section 573 of the Act to sell equity securities for cash out of treasury as if Section 561(1) of the Act did not apply to any such allotment, or sale out of treasury, of equity securities, provided that this power: (i) expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, voted, extended or renewed by the Company in a general meeting save that the Company may, at any time prior to the expiry of this authority, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold General out of treasury after such expiry and the Directors may allot or sell out of treasury equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and (ii) shall be limited to the allotment, or sale out of treasury, of equity securities up to an aggregate nominal value of 10% of the nominal value of the issued share capital of the Company (excluding treasury shares), as at the date of the passing of this resolution. 98 Annual Report 2020 Notice of Annual General Meeting Continued 13. That, in substitution for any existing authority, the Company be 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 of 0.2 pence each (“Ordinary shares”) in the share capital of the Company either for retention as treasury shares for future reissue, resale, transfer or cancellation, provided that: (i) the maximum number of Shares hereby authorised to be purchased shall be 14.99% of the Company’s issued share capital at the date of the passing of this resolution (excluding treasury shares); (ii) the minimum price which may be paid for an Ordinary share shall be 0.2 pence; (iii) the maximum price (exclusive of expenses) which may be paid for a Share is the higher of (i) 105% of the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) for the Shares over the five business days immediately preceding the date of purchase and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue which the purchase is carried out; and (iv) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is earlier, unless previously revoked, varied, extended or renewed by the Company in a general meeting, save that the Company may, at any time prior to the expiry of this authority enter into a contract to purchase shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract. Special Business As special business, to consider and, if thought fit, pass resolutions 14 and 15 as special resolutions: 14. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice. 15. That the Articles of Association produced to the meeting and signed by the Chair of the meeting for the purposes of identification be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association with effect from the conclusion of the meeting. By order of the Board Aberdeen Asset Management PLC Company Secretary 1 George Street, Edinburgh, EH2 2LL 25 January 2021 Standard Life Private Equity Trust plc 99 Overview NOTES: 1. Attending the Annual General Meeting in person Covid-19 restrictions permitting (see note 17 for more information), if you wish to attend the Annual General Meeting in person, you should arrive at the venue for the Annual General Meeting in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity prior to being admitted to the Annual General Meeting. Strategic Report 2. Appointment of proxies Covid-19 restrictions permitting (see note 17 for more information), members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Annual General Meeting. A proxy need not be a member of the Company but must attend the Annual General Meeting to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying Form of Proxy. If a member wishes a proxy to speak on their behalf at the meeting, the member will need to appoint their own choice of proxy (not the Chair of the Annual General Meeting) and give their instructions directly to them. Such an appointment can be made using the Form of Proxy Review Investment accompanying this Notice of Annual General Meeting or through CREST. Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Company’s registrar Equiniti Limited (the “Registrar”) at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. A member may instruct their proxy to abstain from voting on a particular resolution to be considered at the meeting by marking Governance the “Vote withheld” option in relation to that particular resolution when appointing their proxy.
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