Proposed Ordinary Resolution

The Throgmorton Trust PLC                           

The Company announces that it received on 7 February 2005 a requisition that an
ordinary resolution be proposed at the Annual General meeting of the Company
which is to be held on 30 March 2005 that

1) The Board of Directors of the Company be requested within 30 days of the
passing of the resolution to implement a tender offer for 57,400,000 ordinary
shares (25% of the issued shares) at a price per Ordinary Share equal to:-

 a. 96 per cent of the net asset value (NAV) per Ordinary Share as published by
    the Company on the Regulatory News Service on the nearest practicable date
    to the date on which the tender offer commences, less
   
 b. an amount representing the costs of implementing such tender offer; and
   
2) The authority to purchase shares shall expire on 31 December 2005, save that
the Company may enter into a contract to purchase Ordinary Shares under which
such purchase will or may be completed or executed wholly or partly after the
expiration of such authority and may make a purchase of Ordinary Shares
pursuant to any such contract notwithstanding such expiry.

                                     * * *                                     

The requisition has been received from BNY (OCS) Nominees Limited who are the
registered owner of 5.04 per cent of the Ordinary Shares. Unless this
requisition is otherwise withdrawn the requisite resolution will be put to
shareholders at the Annual General Meeting to be held on 30 March 2005.

Having regard to the interests of all shareholders, the Board will be
recommending to shareholders to vote against this resolution which they view as
opportunistic and,if implemented, damaging to the ongoing interests of all
shareholders. The proposed tender would result in three negative consequences
for shareholders:-

 1. due to the contraction in the size of Company, the liquidity of the
    Company's shares would be reduced and ongoing shareholders would bear an
    increased total expense ratio;
   
 2. the level of gearing (debt) to assets would increase post the tender which
    may therefore involve the Company in having to redeem some of its long term
    debt thereby incurring associated redemption costs;
   
 3. the Company would be forced to sell part of its investment portfolio to
    raise the significant proceeds required to fund this tender offer which
    would necessarily disrupt the normal management of the Company's portfolio.
   
The Company has a track record of delivering strong relative outperformance to
shareholders as shown below. Over the last two financial years of the Company
the net asset value per share has risen by 75%.

                                              NAV  FTSE Small Cap ex Inv
                                                                    Co's
                                                                        
                                         % Growth               % Growth
                                                                        
Rolling Period to End January 2004                                      
                                                                        
                  1 Year                    32.00                   8.03
                                                                        
                 3 Years                    47.28                  13.99
                                                                        
                 4 Years                    24.48                 -12.75

In 2000, the Company's investment objective was changed and Roger Whiteoak
assumed responsibility for the management of the portfolio.

In order to clarify the impact of the Company's debt on the NAV, the Company
will henceforth announce its daily NAV with its debt marked to market as well
as its unadjusted NAV.

Enquiries

Julian Polhill 020 7655 0500

07808 773577

UBS Ltd William Rogers 020 7568 2939