Biotech Growth Trust : Circular regarding proposed change to the Company's benchmark index

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should seek your own personal financial advice from your stockbroker, bank manager, solicitor or other financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA").

This document comprises a circular prepared in accordance with the Listing Rules made under section 73A of the FSMA for the purposes of the General Meeting of The Biotech Growth Trust PLC (the Company) convened pursuant to the Notice of General Meeting set out at the end of this document. The circular has been approved by the FCA in accordance with section 87A of the FSMA and will be made available to the public.

If you sell or have sold or otherwise transferred all of your Ordinary Shares, please send this document and Form of Proxy at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom or by whom the sale or transfer was made, for delivery to the purchaser or transferee except that such documents should not be sent to any jurisdiction might constitute a violation of local securities laws or regulations. If you have sold or otherwise transferred only part of your holding, you should retain these documents and immediately consult the bank, stockbroker or other agent through whom or by whom the sale or transfer was made.

The distribution of this document into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

LR 13.3.1 (4)

LR 13.3.1 (6)

LR 13.6.1 (1)(a)

THE BIOTECH GROWTH TRUST PLC

(incorporated in England with company number 03376377)

Approval of Proposed Related Party Transaction

and

Notice of General Meeting

This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or a solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

Your attention is drawn to the letter from the Chair which is set out in Part 1 ("Letter from the Chair") of this document and which contains a recommendation from the Board that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. You should read the whole of this document when considering what action you should take in connection with the General Meeting.

Notice of the General Meeting, to be held at the Barber Surgeons' Hall, Monkwell Square, Wood St, Barbican, London EC2Y 5BL on 18 July 2024 at 12.10 p.m. or if later five minutes after the end of the Annual General Meeting to be held at 12.00 p.m. on the same date and at the same place) is set out at the end of this document. Hard copy forms of proxy have not been included with this document. Members can vote by: logging onto www.signalshares.com and following instructions; requesting a hard copy form of proxy directly from the registrars, Link Group at [e-mail]. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, or in the case of CREST members, utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Notice of the General Meeting. To be valid, any proxy form or other instrument appointing a proxy must be completed and returned in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received by the Company's Registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL no later than 12.10 p.m. on 16 July 2024.

CONTENTS

PART I	LETTER FROM THE CHAIR	3
PART II	ADDITIONAL INFORMATION	6
PART III	DEFINITIONS	8
PART IV	NOTICE OF GENERAL MEETING	9

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PART I

LETTER FROM THE CHAIR

THE BIOTECH GROWTH TRUST PLC

(incorporated and registered in England and Wales with registered number 03376377)

	Registered office:
Roger Yates, Chair	One Wood Street LR 13.6.1 (1)(b)
Steve Bates	London
Julia Le Blan	EC2V 7WS

Geoff Hsu

The Rt Hon Lord Willetts FRS

Dr Nicki Shepherd

Hamish Baillie

5 June 2024

Dear Shareholder

PROPOSED CHANGES TO THE COMPANY'S BENCHMARK INDEX

• INTRODUCTION

It was announced on 5 June 2024 that, after discussion with OrbiMed Capital LLC (the Portfolio Manager), the Board is proposing that the benchmark index used for measuring the Company's performance and so the entitlement (if any) of the Portfolio Manager to a performance fee payable under the Portfolio Management Agreement should be changed as set out in section 2 of this letter.

Under the Listing Rules this change to the benchmark index in the Portfolio Management Agreement is a related party transaction and must therefore be approved by Shareholders. The purpose of this letter is therefore to explain and provide the background to the proposed change to the benchmark index (the Benchmark Index Change).

Shareholder approval for the Benchmark Index Change is being sought by the Resolution to be proposed at a General Meeting to be held immediately after the conclusion of the Company's Annual General Meeting on 18 July 2024.

This Circular explains the proposed Benchmark Index Change in more detail and the reasons why the Board unanimously recommends that you vote in favour of the Resolution. Notice of the General Meeting, including the full text of the Resolution, is set out at the end of this document.

LR 13.3.1 (1)

LR 13.3.1 (2)

• THE PROPOSED BENCHMARK INDEX CHANGE

The Board is asking Shareholders to approve a change to the Index which is used as the Benchmark for measuring the Company's performance and a corresponding change to the definition of the "Index" in the Portfolio Management Agreement. Details of the Portfolio Management Agreement are set out in paragraph 4 of Part II (Additional Information).

The Index is used as the benchmark against which the Board measures the growth in the Company's net asset value (or NAV) since the appointment of the Portfolio Manager on 19 May 2005. It is used for calculating whether, after adjustment for any share issues or buy-backs in the relevant calculation period and deduction of outperformance fees paid in respect of previous calculation periods, there has been outperformance against the Index as so adjusted, which would entitle the Portfolio Manager to an outperformance fee.

The Company's investment objective is to seek capital appreciation through investment in the worldwide biotechnology sector. The Index used to measure performance against that objective is the NASDAQ Biotechnology Index, which began on 1 November 1993 at a base value of 200.00 and is sterling adjusted.

LR 13.3.1 (3) LR 13.6.1 (3)

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The NASDAQ Biotechnology Index is 'designed to measure the performance of a set of NASDAQ-listed biotechnology and pharmaceutical companies' and is a modified market capitalisation-weighted index. The NASDAQ Biotechnology Index does not include any reinvestment of cash distributions of index members.

On 25 September 2003, NASDAQ introduced a refinement to the historic NASDAQ Biotechnology Index by creating the NASDAQ Biotechnology Index Total Return. This index includes reinvestment of all cash distributions of index members on the ex-date1.

In recent years the Biotechnology industry as a whole and the constituents of the NASDAQ Biotechnology Index have changed as the industry has become more mature. This has seen an increase in the number of Index constituents who pay a dividend, meaning that shareholders in some of these Index companies now receive a total return comprising both dividends and capital return.

While the element of the Index's total return comprised of dividends is currently modest and the Company itself is not receiving sufficient dividend income to be required to pay a dividend under current investment trust taxation rules, the Board believes this trend, in which dividend income contributes to the total return earned from the Index, is likely to increase.

The Board therefore considers that it is appropriate to compare the Company's NAV total return with the NASDAQ Biotechnology Index Total Return (net of withholding tax and sterling adjusted) and that this is the correct index to incentivise the Portfolio Manager to outperform.

If the Benchmark Index Change is approved at the General Meeting, it would take effect from 30 September 2024, being the first quarterly calculation date for the performance fee after the General Meeting.

The Company's net asset value per Ordinary Share total return during the period 1 April 2021 to 31 March 2024 (31 March 2021 being the last date as at which a performance fee was payable) was -25.4% as compared with the NASDAQ Biotechnology Index Total Return (net of withholding tax and sterling adjusted) of 4.2%, whereas the NASDAQ Biotechnology Index (net of withholding tax and sterling adjusted) for this period returned 2.5%. Details of the Company's performance during the financial year ended 31 March 2024 are set out under the heading "Financial Highlights" on page 1 of the 2024 Annual Report.

	1 year	3 years	5 years
NASDAQ Biotechnology Index (Capital Only)	5.0%	2.5%	29.8%
NASDAQ Biotechnology Index (Net, Total Return)	5.6%	4.2%	33.1%
BIOG NAV Total Return	26.5%	-25.4%	37.1%

• RELATED PARTY TRANSACTION

The Portfolio Manager is a related party for the purposes of the Listing Rules. It is not possible to calculate precisely the effect of the Benchmark Index Change to the Portfolio Manager's performance fee should there be outperformance. As a result, the proposed Benchmark Index Change is a related party transaction and the Company is required by the Listing Rules to obtain shareholder approval by ordinary resolution.

Geoff Hsu is a general partner of the Portfolio Manager and so has recused himself from the Board's considerations of the proposed Benchmark Index Change. Geoff Hsu does not hold any of the Company's Ordinary Shares.

The Independent Directors, who have been so advised by Winterflood, acting in its capacity as sponsor, consider that the terms of the Benchmark Index Change are fair and reasonable as far as Shareholders are concerned. In providing advice to the Independent Directors, Winterflood has taken account of the Independent Directors' commercial assessment of the Benchmark Index Change.

• https://www.nasdaq.com/market-activity/total-returns

LR 13.3.2 LR 13.6.1 (3)

LR 13.6.1 (2)(b) LR 13.6.2 (1) and (2)

LR 13.6.1 (5)

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• FURTHER INFORMATION

Your attention is drawn to the further information contained in Part II (Additional Information) and Part III (Definitions) of this document and in the Notice of General Meeting at the end of this document. Shareholders should read the whole of this document and not rely solely on information set out in this letter.

• ACTION TO BE TAKEN

Hard copy forms of proxy have not been included with this document. Members can vote by: logging onto www.signalshares.com and following instructions, requesting a hard copy form of proxy directly from the registrars, Link Group at [e-mail]. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, or in the case of CREST members, utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting.

Whether or not you propose to attend the meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Company's Registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and, in any event, so that it is received no later than 12.10 pm on 16 July 2024.

The lodging of a form of proxy (or the electronic appointment of a proxy) will not preclude you from attending the General Meeting and voting in person if you so wish.

• RECOMMENDATION

In the Board's opinion, the Benchmark Index Change is in the best interests of Shareholders as a whole.	LR 13.3.1 (5)

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting. Those Board members who hold Shares intend to vote in favour of the Resolution in respect of their holdings of Ordinary Shares amounting to approximately

0.11 per cent. of the issued Ordinary Share capital of the Company as at the date of this Circular. Yours faithfully

Roger Yates

Chair

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PART II

ADDITIONAL INFORMATION

• COMPANY INFORMATION

The legal and commercial name of the Company is The Biotech Growth Trust PLC. The Company was incorporated and registered in England and Wales on 20 May 1997 under with registered number 03376337 as a public company limited by shares under the Act. On 9 June 1997 the Company was granted a certificate under section 761 of the Act entitling it to commence business and to exercise its borrowing powers. The Company has given notice to the Registrar of Companies of its intention to carry on business as an investment company pursuant to section 833 of the Act.

The principal legislation under which the Company operates is the Act. The Company's registered office is One Wood Street, London, EC2V 7WS and its place of business is at Frostrow Capital LLP, 25 Southampton Buildings, London, WC2A 1AL Tel.: [phone]. The Company's website is www.biotechgt.com

• INTERESTS OF MAJOR SHAREHOLDERS

As at 4 June 2024, being the latest practicable date before the publication of this document, the Company LR 13.6.1 (1)(c)
was not aware of any person who was directly or indirectly interested in three per cent. or more of the voting
rights other than the following:
	Number of	Percentage
	Ordinary	of voting
Shareholder	Shares	rights
Rathbones	2,061,139	5.0
Border to Coast Pensions Partnership	1,985,000	5.0
Brewin Dolphin	1,779,234	4.6

3	SIGNIFICANT CHANGE
Since 31 March 2024, being the date to which the latest audited financial statements of the	Company were LR 13.6.1 (1)(d)
published, there have been no significant changes in the financial or trading position of the	Company.

• MATERIAL CONTRACTS

Under the terms of the Portfolio Management Agreement, the Portfolio Manager provides, inter alia, the LR 13.6.1 (1)(e) following services:

1. the seeking out and evaluating of investment opportunities;
2. recommending the manner by which monies should be invested, disinvested, retained or realised;
3. advising on how rights conferred by the investments should be exercised;
4. analysing the performance of investments made; and
5. advising the Company in relation to trends, market movements and other matters which may affect the investment objective and policy of the Company.

The Portfolio Manager receives a periodic fee equal to 0.65 per cent. per annum of the Company's net asset value. The proportion of the Company's assets committed for investment in OrbiMed Asia Partners L.P., a limited partnership managed by OrbiMed Asia G.P., L.P., an affiliate of the Portfolio Manager, is excluded from the fee calculation. The Portfolio Management Agreement may be terminated by the Company, Frostrow Capital LLP or the Portfolio Manager giving notice of not less than 12 months.

The Portfolio Manager is entitled to the payment of a performance fee which is dependent on the long-term performance of the Company. The performance fee is calculated by reference to the amount by which the Company's net asset value has outperformed the NASDAQ Biotechnology Index (sterling adjusted), the Company's benchmark index. The fee is calculated quarterly by comparing the cumulative performance of

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the Company's NAV with the cumulative performance of the NASDAQ Biotechnology Index since the commencement of the performance fee arrangement on 30 June 2005. The performance fee amounts to 15 per cent. of any outperformance over the NASDAQ Biotechnology Index. Provision is also made within the daily NAV per share calculation as required and in accordance with generally accepted accounting standards. In order to ensure that only sustained outperformance is rewarded, at each quarterly calculation date any performance fee is based on the lower of: (i) the cumulative outperformance of the NAV over the NASDAQ Biotechnology Index as at the quarter end date; and (ii) the cumulative outperformance of the NAV over the NASDAQ Biotechnology Index as at the corresponding quarter end date in the previous year.

In addition, a performance fee only becomes payable to the extent that the cumulative outperformance gives rise to a total fee greater than the total of all performance fees paid to date. No performance fees were paid during the year and as at the date of this report, there is no provision for future payments. The proportion of the Company's assets invested in OrbiMed Asia Partners L.P. is excluded from the performance fee calculation.

Other than the Portfolio Management Agreement, there are no material contracts other than contracts entered into in the ordinary course of business, to which the Company is a party that, in the opinion of the Company contain information that Shareholders would reasonably require to make a properly formed assessment of how to vote on the Resolution.

5	CONSENT
Winterflood has given and not withdrawn its consent to the issue of this document	with the inclusion of its	LR 13.3.1 (10)
name and reference to it in the form and context in which it appears.		LR 13.6.1 (9)
6	DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during usual business hours on any day	LR 13.6.1 (1)(f)
(Saturdays, Sundays and public holidays excepted) at the registered office of the	Company and on the
Company's website at www.biotechgt.com from the date of this document until the close of the
General Meeting:

1. the Company's articles of association; and
2. the consent letter referred to in paragraph 5 of this Part II (Additional Information) of this document.

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PART III

DEFINITIONS

The following definitions apply throughout this document, the Notice of General Meeting and Form of Proxy unless the context otherwise requires:

Act or Companies Act	Companies Act 2006 (as amended);
FCA	Financial Conduct Authority;
FSMA	Financial Services and Markets Act 2000, as amended
Form of Proxy	the form of proxy for use by Shareholders in connection with the
	General Meeting;
General Meeting	the general meeting of the Company to be held at 12.10 p.m. on
	18 July 2024, notice of which is set out in the Notice of General
	Meeting;
Independent Directors	all the directors of the Company save for Geoff Hsu, who is a
	general partner of the Portfolio Manager;
Listing Rules	the listing rules made by the FCA pursuant to section 73A of the
	FSMA;
Notice of General Meeting	the notice of General Meeting set out at the end of this document;
Ordinary Shares	ordinary shares of 25p each in the capital of the Company;
Portfolio Manager	OrbiMed Capital LLC;
Portfolio Management Agreement	the agreement dated 14 March 2023 between Frostrow
	Capital LLP (1), the Portfolio Manager (2) and the Company (3);
Resolution	the resolution relating to the Benchmark Index Change to be
	proposed at the General Meeting as set out in the Notice of General
	Meeting
Shareholders	holders of Ordinary Shares
2024 Annual Report	the Company's Annual Report and audited financial statements for
	the year ended 31 March 2024
Winterflood	Winterflood Securities Limited

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PART IV

NOTICE OF GENERAL MEETING

THE BIOTECH GROWTH TRUST PLC

(incorporated in England with company number 03376377)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of The Biotech Growth Trust PLC (the Company) will be held at the Barber Surgeons' Hall, Monkwell Square, Wood Street, Barbican, London EC2Y 5BL on 18 July 2024 at 12.10 p.m. (or five minutes after the end of the Annual General Meeting, whichever is later) for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as an ordinary resolution:

Ordinary Resolution

THAT the Related Party Transaction relating to the Benchmark Index Change on the terms summarised in paragraph 2 of Part I (Letter from the Chair) be and is hereby approved for the purposes of Chapter 11 of the Listing Rules and the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the Benchmark Index Change.

Words and expressions defined in the circular dated 5 June 2024 and published by the Company shall, unless the context otherwise requires, have the same meaning in the Notice of General Meeting.

By order of the Board
	Registered office:
Frostrow Capital LLP	One Wood Street
Company Secretary	London
	EC2V 7WS
5 June 2024

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NOTES

• Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.

• A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

• A member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting in accordance with Section 319A of the Companies 2006 Act. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered

• Hard copy forms of proxy have not been included with this notice. Members can vote by: logging onto www.signalshares.com and following instructions; requesting a hard copy form of proxy directly from the registrars, Link Group at [e-mail]. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, or in the case of CREST members, utilising the CREST electronic proxy appointment service in accordance with the procedures set out below. To be valid any proxy form or other instrument appointing a proxy must be completed and signed and received by post or (during normal business hours only) by hand at Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 no later than 12.10 p.m. on 16 July 2024.

• In the case of a member which is a company, the instrument appointing a proxy must be executed under its seal or signed on its behalf by a duly authorised officer or attorney or other person authorised to sign. Any power of attorney or other authority under

which the instrument is signed (or a certified copy of it) must be included with the instrument.

• The return of a completed proxy form, other such instrument or any CREST or Proxymity Proxy Instruction (as described below) will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.

• Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

• The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

• Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered on the register of members of the Company (the Register of Members) at the close of business on 16 July 2024 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting) will be entitled to attend and vote or be represented at the meeting in respect of Ordinary Shares registered in their name at that time. Changes to the Register of Members after that time will be disregarded in determining the rights of any person to attend and vote at the meeting.

1. As at 4 June 2024 (being the latest practicable day prior to the publication of this notice of general meeting) the Company's issued share capital consists of 33,197,198 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 4 June 2024 are 33,197,198.
2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
3. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK and Ireland Limited (CRESTCo), and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) no later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
4. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
5. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

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