Keystone Positive Change Investment Trust - Requisition update

The Board of Keystone Positive Change Investment Trust Plc strongly recommends that Shareholders VOTE AGAINST each of the Requisitioned Resolutions proposed by US hedge fund Saba Capital Management at the General Meeting on 3 February 2025 that would remove the current independent board of directors and install two Saba-nominated appointees, granting Saba control of the board.

The Board believes that VOTING AGAINST all the Saba resolutions is in the best interests of Shareholders as a whole for the following reasons:

• The Board has already proposed a credible plan that provides choice and certainty for ALL Shareholders. Saba is now intent on disrupting the Scheme and taking control of the Company for its own commercial self-interest.
• Saba has not offered a plan for the benefit of all Shareholders. Its proposal pays no heed to the Company's specific circumstances, is aimed at Saba being selected as the investment manager, and would likely come at significant expense to all Shareholders.
• If the Requisitioned Resolutions are blocked by Shareholders and the current Directors remain in office, they will continue to pursue the interests of Shareholders as a whole and specifically will remain committed to implementing an uncapped cash exit from the Company.

YOUR VOTE IS VERY IMPORTANT. YOU ARE STRONGLY ENCOURAGED TO VOTE AGAINST ALL THE SABA REQUISITIONED RESOLUTIONS. The Requisitioned Resolutions are each being proposed as ordinary resolutions. This means that they only require more than 50 per cent of the votes cast to be voted in favour in order to pass. Saba has declared interests in approximately 28 per cent of the Company's issued Ordinary Share capital. Therefore, the Board believes that other Shareholders representing at least 30 per cent of the Company's issued Ordinary Share capital are required to VOTE AGAINST the Requisitioned Resolutions in order to ensure they are blocked. FAILURE TO TAKE ACTION MAY LEAD TO SABA TAKING CONTROL OF YOUR COMPANY.

All shareholders on the main register will be posted a copy of the circular convening the general meeting, along with a proxy form and instructions on how to complete this. You can also read a copy of the circular.

The Company has appointed Georgeson (a trading name of Computershare Investor Services PLC) to liaise with Shareholders to ensure that Forms of Proxy are completed and submitted by the deadline stated above. If you need further help or assistance in voting your Shares, please email keystone@georgeson.com for more information.

• To be valid, the Form of Proxy must be completed and returned to the office of the Company’s Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to arrive no later than 12 noon on 30 January 2025.
• Alternatively, you may register your proxy appointment(s) electronically by visiting Computershare’s website. Electronic proxy appointments must also be lodged no later than 12 noon on 30 January 2025.
• Appointment of a proxy does not preclude you from attending the Requisitioned General Meeting and voting in person.

If you have any questions relating to the completion and return of your Form(s) of Proxy or electronic proxy appointment(s), please contact Computershare’s Shareholder helpline on +44 (0) 370 703 6269 between 8.30am and 5.30pm (UK time) Monday to Friday (except on public holidays in England and Wales).

“We are appalled by Saba's actions and conduct. We believe its proposed resolutions would be highly detrimental to the interests of all other shareholders. Be under no illusion – we believe this US hedge fund manager is acting opportunistically, seeking to seize control of the Board without a controlling shareholding, to pursue its own agenda. We believe Saba’s plan lacks transparency, would flagrantly disregard good governance, and may introduce substantially inflated fees. The proposed resolutions are not in the best interest of all shareholders and create significant uncertainty.

In absolute contrast to Saba, your Board has actively engaged with shareholders in recent months to understand their priorities and concerns. In response, we have put forward a credible plan that reflects the feedback received, and aligns with Saba’s own prior request for a cash exit by Q1 2025. Our plan offers shareholders clear choices: an uncapped cash exit; a transfer to a more liquid fund pursuing a similar investment strategy, or a combination of both.

Your Board remains unwavering in its rejection of Saba’s proposals. Given Saba’s considerable voting position, every vote against its resolutions is vital. We strongly urge all shareholders to vote against all resolutions – a high turn-out is critical. Refraining from voting will risk ceding control of your Company to Saba.”