Circ re.Notice of Annual General Meeting

Alliance Trust plc

Alliance Trust plc (the "Company" or "ATST") has today published a circular (the
"Circular")  containing  details  regarding  the  forthcoming  AGM. The Circular
includes  notice of an Annual General Meeting  ("AGM") of the Company to be held
at  Apex City Quay  Hotel, 1 West Victoria  Dock Road, Dundee  DD1 3JP on 20 May
2011.

Lesley Knox, Chairman of Alliance Trust PLC, commented:

"As you will see in the circular we published today, in addition to the normal
business, our shareholders are being asked to vote on two requisitioned
resolutions at our AGM on 20 May. Through regular engagement with our
shareholders, we believe that we have a good understanding of their long-term
investment priorities. We are focused on managing the Trust in the best
interests of these long-term shareholders, not those who are motivated purely to
make a short-term gain. The Board therefore strongly recommends that
shareholders vote against these requisitioned resolutions."


Set out below is an extract from Part I of the Circular providing details of the
two requisitioned resolutions and the Board's recommendation to shareholders


'Introduction


On  29 December 2010, the  Board announced  that it  had received  a requisition
notice,  as permitted by the Companies Act 2006, from LACV Ltd, a British Virgin
Islands registered company, and 100 other companies (LPL UK 1 Ltd to LPL UK 100
Ltd),  all of which  are associated with  the Isle of  Man registered hedge fund
manager,  Laxey. The  requisition notice  requires the  Board to  put forward in
general  meeting two additional resolutions, which, if passed, would request the
Board to:

(a) introduce a rigid discount control mechanism (Resolution 17); and

(b)  remove the scaling-up provisions applicable to all investments held through
Alliance Trust Savings share schemes (Resolution 18).

The  full text  of each  of the  Requisitioned Resolutions  is contained  in the
notice of meeting set out on pages 16 and 17 of this circular.

The  purpose of this circular is to explain the background to the resolutions to
be  proposed at the AGM (including the Requisitioned Resolutions) and to set out
the Board's voting recommendation for the AGM. The explanatory notes relating to
the  resolutions  to  be  proposed  at  the  AGM  (other  than the Requisitioned
Resolutions)  can be found on pages 7 to 12 of this circular. However, the Board
urges Shareholders to read and consider the entirety of this circular.

Background

Since  1888, your  Company  has  sought  to  be  a core investment for investors
seeking increasing value over the long-term. Your Company's focus is to generate
superior  returns  for  Shareholders  over  the  medium  to  long-term through a
combination  of capital growth and income.  As at 7 April 2011, your Company has
approximately  18,000 direct  Shareholders  and  over  26,000 investors who hold
Shares through ATS.


Your  Company has a long track record of  investment, with which the Board and I
are  very proud to be associated. Over the 20 years to 31 January 2011, in share
price terms, your Company has produced returns for investors of almost six times
their  money with  dividends reinvested.  Moreover, your  Company has  grown its
dividend every year for the last 44 years.


The  Board is focused  on delivering strong  investment returns without exposing
the  portfolio to  excessive risk.  We are  continuing to  take steps to improve
investment  performance  and  believe  the  actions  that have been taken by the
current executive team have led to an improving performance record;

· we are investing with higher conviction;

·   we  have  adopted  a  dynamic  investment  strategy  to  enhance  value  for
shareholders; and

·  we have taken action to refocus on our core competence of investing in global
equities and fixed income.

The  table below shows the performance of  the Company over the last three years
to  31 January  2011 compared  with  generic  equity  markets and the AIC global
growth and AIC global growth and income peer group.



+------------------------------------------------------------------------+-----+
|NAV Total Return                                                        |16.8%|
|                                                                        |     |
+------------------------------------------------------------------------+-----+
|Total Shareholder Return                                                |16.9%|
|                                                                        |     |
+------------------------------------------------------------------------+-----+
|Ranking vs AIC global growth and AIC global growth and income peer group|18/36|
|                                                                        |     |
+------------------------------------------------------------------------+-----+
|FTSE All-World (£) total return                                         |23.2%|
|                                                                        |     |
+------------------------------------------------------------------------+-----+
|FTSE All-Share total return                                             |13.7%|
|                                                                        |     |
+------------------------------------------------------------------------+-----+
|Source: FactSet, Morningstar and FTSE                                   |     |
+------------------------------------------------------------------------+-----+


The Board believes that your Company is well-placed to continue to deliver
strong total returns for investors over the long-term. Laxey is a hedge fund
manager and activist investor, registered in the Isle of Man. Laxey has notified
your Company that funds managed by Laxey held 11,101,451 Shares as at 16 March
2011, representing approximately 1.7 per cent. of the current issued share
capital of the Company. The Board believes that Laxey first became a Shareholder
in your Company in July 2010.

On 10 November 2010, Alliance Trust received a letter from Laxey, which called
on your Company to adopt a rigid discount control mechanism and questioned the
voting structure of its shareholder enfranchisement scheme. On 29 December
2010, Laxey submitted a notice requiring the Requisitioned Resolutions to be
considered at the Annual General Meeting.


The Requisitioned Resolutions

The Requisitions Resolutions will be proposed at the Annual General Meeting as
Resolutions 17 and 18.

Requisitioned Resolution 17

THAT the Directors are requested, within three months of the date of the passing
of this resolution, to bring forward a proposal for a discount control mechanism
for consideration by shareholders using the power to purchase own shares on the
following basis:-

 a. such mechanism should be designed to narrow substantially the discount that
    the ordinary shares of the Company trade at relative to their net asset
    value and should aim to allow shareholders to realise their ordinary shares
    in the Company, during normal market conditions, at a price which would not
    be lower than a discount of 10% to net asset value per share; and
 b. net asset value would be defined, for the purposes of the mechanism, to
    exclude income and would value debts at market value.


In line with many other investment trusts the Company does not have a rigid DCM
policy. The Board believes that investment performance is the key driver of the
Company's Share price in the long-term, NOT the imposition of an arbitrary
discount level set through a rigid DCM policy. In addition, the Company has an
active programme of investor relations aimed at producing steady ongoing demand
for Shares. Nevertheless, the Board continues to recognise the importance of
share price returns and remains committed to enhancing returns through
investment performance, and its flexible share buyback policy.

Your Company seeks Shareholder authority on an annual basis to repurchase Shares
in the market. Between 2008 and 2010, some 10.85 million Shares, with an
approximate aggregate value of £35.0 million, were repurchased and, between 1
January 2011 and 7 April 2011, some further 3.58 million Shares with an
approximate aggregate value of £12.4 million have been repurchased. This buyback
activity reflects the Board's view that Shares should be repurchased on
investment grounds. However, any repurchases also help balance supply and demand
in your Company's Shares and are always made at prices which provide a NAV
enhancement for ongoing Shareholders.

With that background, the Board has carefully considered Resolution 17 and has
concluded that this proposal would not be in the best interests of your Company
and its Shareholders as a whole. This is because the Board believes that
introducing a rigid DCM would:

· impair investment flexibility and therefore impact investment performance
because Alliance Trust would have to manage its portfolio on a more short-term
basis. The Board believes that the flexibility to make investment decisions to
optimise investment performance is best achieved through a flexible, as opposed
to a rigid, share buyback policy;

· increase your Company's Total Expense Ratio because its cost base would be
spread over a smaller asset base. In addition, the Company's cost of debt would
rise over time as its asset base reduced; and

· endanger the ability of the Company over the long-term to pay a growing
dividend, for the reasons above and because your Company may be required to
alter the composition of the portfolio.

Together, this proposal would affect the return on investment for long-term
Shareholders in your Company.

In addition, your Board does not believe that introducing a rigid DCM would
necessarily improve trading liquidity in the Shares or reduce discount
volatility. On the contrary, the Board is concerned that a rigid DCM may reduce
liquidity over the long-term and increase the volatility of the Share price.
Over the ten years to 31 January 2011, your Company's Shares have been the most
liquid amongst the AIC global growth and AIC global growth and income sector.

The Board believes that implementing a rigid DCM would benefit short-term
investors only - and, indeed, would be damaging for the interests of long-term
Shareholders.

ACCORDINGLY THE BOARD RECOMMENDS SHAREHOLDERS TO VOTE AGAINST RESOLUTION 17

Requisitioned Resolution 18

THAT the Directors are requested, within three months of the date of the passing
of  this  resolution,  to  exercise  the  Company's  authority and voting power,
pursuant  to  articles  of  association  and  the  Companies Act 2006, as parent
company  of Alliance Trust  Savings Limited and  any other subsidiaries offering
savings  schemes which  facilitate investment  in the  Company and  making other
investments ("the Schemes") to act on the following basis:-

(a)  that the Terms and  Conditions of such Schemes  provide for the exercise of
voting  rights only in accordance with the specific instructions of participants
in the Schemes; and

(b)  that the Schemes do not contain provisions which provide for the scaling up
of  voting rights and votes are counted on  the basis of one vote cast, one vote
counted.

Background

As  at 7 April  2011, over 60 per  cent. of  your Company's  Shares are owned by
individual  Shareholders, many of whom hold their shares through nominees and do
not vote for a variety of reasons including, we believe, cost or because they do
not receive voting documents.


The  current shareholder enfranchisement arrangement  was introduced in November
2006, the rationale for which was set out in the Company's 2007 Annual Report as
follows:

"We  believe  that  all  investors  should  have  a  voice  even though, by law,
investors  who hold shares through a nominee do not automatically have the right
to receive communications, attend AGMs or vote. Given the increase in people who
hold  shares through nominee  accounts in the  UK, we believe that communication
between companies and individual investors should be improved."

The  existence of scaling-up has been  disclosed in each annual report published
by the Company since its introduction. Scaling-up is available to ATS investors,
through  which individuals  can invest  in your  Company and in other investment
funds.  As at  7 April 2011, over  26,000 ATS investors held 143,881,504 Shares,
representing  approximately  21.9 per  cent.  of  your  Company's share capital,
through these schemes.

Scaling-up  works as follows. Under the terms  and conditions of the ATS savings
schemes,  votes attaching  to the  total shareholding  held by investors through
those  schemes  are  cast  in  proportion  to  the  voting instructions actually
received  from ATS investors in advance of the meeting (those instructions being
to vote for or against the relevant resolution or to withhold from voting). This
means  that the  votes attaching  to shares  held for  ATS investors who give no
specific  instruction to vote are  cast in proportion to  votes of ATS investors
who  do give a specific instruction. There is no management discretion as to how
votes  should be cast under this  scaling-up arrangement. ATS investors can give
instructions  that the votes  attaching to their  shares should be excluded from
the  scaling-up and this  option is clearly  laid out in  the documentation sent
annually to ATS investors.

A  number  of  other  similar  savings  schemes  throughout the investment trust
industry  have  introduced  similar  voting  arrangements.  The  ATS  scaling-up
arrangement   can   be  distinguished  from  some  other  saving  scheme  voting
arrangements because the ATS schemes give no discretion whatsoever to management
as  to how votes are cast (see further  below). In addition, and as noted above,
individual  ATS investors have always  had the ability to  opt-out of the voting
arrangement.


Scaling-up in practice


The  Board  believes  this  scheme  has  been  successful in encouraging smaller
investors to vote. At the 2005 AGM, fewer than 2,000 ATS investors gave positive
voting instructions as to how votes on individual resolutions should be cast. At
the  2010 AGM, more  than 3,500 ATS  investors, holding approximately 24 million
Shares and representing approximately 17 per cent. of the total number of Shares
held through ATS savings schemes, gave positive voting instructions.

Over the same period, the number of Shares in your Company held by ATS investors
has  increased from around 17 per cent. to  almost 22 per cent. of the Company's
share capital and it continues to grow.

The  Board refutes Laxey's  incorrect assertion that  the scaling-up arrangement
described above means that the voting results have differed from what they would
have  been if the traditional "one share, one vote" principle had been followed.
It  is also incorrect to assert that  the scaling-up arrangement has amounted to
"management  enfranchisement".  This  expression  suggests  that  Shares held by
Directors  through the ATS savings  schemes in some way  control the voting. The
facts are as follows:

·  Since 2006 when it was introduced, scaling-up  has been applied to a total of
36 resolutions at four AGMs and it has never made a difference to the outcome of
any vote.

·  There is no  undue influence exercised  by the Directors  as a consequence of
scaling-up.  The number of Shares held  by Directors and their connected persons
through  the ATS savings  schemes was 439,180, as  at 7 April 2011, representing
0.3 per  cent. of the total  number of Shares then  held through the ATS savings
schemes.  In relation to  your Company's 2010 AGM,  such Shares represented only
0.4 per cent. of the total votes cast on a scaled-up basis.

·  Your Board is not  aware of any evidence  that the scaling-up arrangement has
had a depressing effect on your Company's share price.


For  these  reasons,  your  Board  believes  that  Laxey's  criticisms as to the
operation of the shareholder enfranchisement arrangement are unfounded.


The Board's view

Your  Board believes that the scaling-up arrangement has already been successful
in  encouraging more  investors in  ATS to  vote. However,  the Board recognises
that,  over time, scaling-up could make a difference to the outcome of a vote if
the proportion of Shares held by ATS investors continues to grow.

Your  Board has  therefore, on  balance, concluded  that it would be appropriate
going  forward  to  remove  scaling-up  so  far  as it applies to Shares in your
Company.  ATS  investors  will  continue  to  be  provided  with  the  Company's
shareholder communications, and the Board will continue to seek additional means
of promoting engagement by the Company with all individual Shareholders.

However,  the  Board  believes  that  Requisitioned  Resolution 18 is too widely
framed  and as drafted could apply to all investments held by ATS investors, not
just Shares in Alliance Trust.

IN  LIGHT OF  THE POINTS  MADE ABOVE  THE BOARD  RECOMMENDS SHAREHOLDERS TO VOTE
AGAINST RESOLUTION 18

As  noted above,  the Board  and ATS  have agreed  that scaling-up should not be
applied  to  Shares  in  your  Company.  This  means that scaling-up will not be
applied  to any of the resolutions  to be proposed at the  AGM as set out in the
notice of AGM in this circular or at any future AGMs of Alliance Trust.'



                               EXPECTED TIMETABLE
+------------------------------------------------------+-----------------------+
|Latest  time and date for receipt of Form of Direction|11.00a.m. 16 May 2011  |
|from ATS investors                                    |                       |
|                                                      |                       |
+------------------------------------------------------+-----------------------+
|Latest time and date for receipt of Form of Proxy from|11.00a.m. 18 May 2011  |
|Shareholders                                          |                       |
|                                                      |                       |
+------------------------------------------------------+-----------------------+
|Time and date of the Annual General Meeting           |11.00a.m. 20 May 2011  |
|                                                      |                       |
+------------------------------------------------------+-----------------------+



The Circular will be posted to shareholders and ATS investors on 15 April 2011.
It will also be available at  www.alliancetrust.co.uk/AGM2011. A copy of the
Circular has been submitted to the National Storage Mechanism and will shortly
be available for inspection at: www.Hemscott.com/nsm.do.

For more information please contact:

James Leviton and Conor McClafferty
Finsbury Group
020 7251 3801

Evan Bruce Gardyne
Head of Investor Relations, Alliance Trust
01382 321169
Mobile: [phone]

















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Source: Alliance Trust PLC via Thomson Reuters ONE

[HUG#1505333]