Reduction of Capital

Dundee City-2.96309056.460788DD1 3JP-0.09214351.520298EC2Y 8HQ-2.97209356.461895DD1 1TJThe City and County of the City of London2006-03-312006-05-102006-03-222006-04-04DD11TJEC2Y8HQDD13JPTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

Reduction of Capital


(Company Number SC001284)

In a Petition presented to the Court of Session by The Second Alliance Trust PLC a company incorporated in Scotland under the Companies Acts 1862-1880 and having its registered office at Meadow House, 64 Reform Street, Dundee DD1 1TJ, (the “Company”) for sanction of a scheme of arrangement (the “Scheme of Arrangement”) dated 31 March 2006, between the Company and Scheme Shareholders (as defined in the Scheme of Arrangement) and confirmation of a reduction of capital, by an interlocutor dated 22 March 2006, the Court of Session has directed a meeting (the “Court Meeting”) of the Scheme Shareholders to be convened for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme of Arrangement and has authorised the directors of the Company, subject to giving notice of the Court Meeting to the Scheme Shareholders, to fix the day, hour and place of the Court Meeting.

Notice is hereby given that as authorised by the said interlocutor, the directors of the Company have fixed the Court Meeting to be held at The Apex City Quay Hotel, 1 West Victoria Dock Road, Dundee DD1 3JP, on 10 May 2006, at 10.00 am at which place and time all the Scheme Shareholders are requested to attend.

At the Court Meeting the following resolution will be proposed:-

“That the scheme of arrangement dated 31 March 2006 (the “Scheme”) between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and for the purpose of identification signed by the chairman hereof, be approved and the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect.”

A copy of the Scheme of Arrangement together with a copy of a statement explaining the effect of the Scheme of Arrangement has been issued to Scheme Shareholders. Further copies may be obtained by any shareholder of the Company by contacting either the Company at Meadow House, 64 Reform Street, Dundee DD1 1TJ, or the offices of Shepherd & Wedderburn, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2ET, or the offices of Linklaters, One Silk Street, London EC2Y 8HQ, and may be inspected at such addresses during usual office hours.

Shareholders entitled to attend and vote at the Court Meeting may vote in person at the said meeting or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead. A purple form of proxy for use in connection with the Court Meeting is enclosed with the circular being issued to Scheme Shareholders in connection with the Scheme of Arrangement. Completion of the form of proxy will not prevent a holder of Ordinary Shares from attending and voting at the meeting.

It is requested that forms appointing proxies be lodged with the Company’s registrars, Computershare Investor Services PLC at the Pavilions, Bridgwater Road, Bristol BS13 8FB, not later than 48 hours before the time appointed for the Court Meeting, but if forms are not so lodged they may be handed to the Chairman at the Court Meeting.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Entitlement to attend and vote at the Court Meeting or any adjournment thereof and the numbers of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6.00 pm on the day which is two days before the date of the meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such time will be disregarded.

By the said interlocutor, the Court of Session has appointed Lesley Knox or, failing her, any other director of the Company, to act as Chairman of the Court Meeting and has directed the Chairman to report the result thereof to the Court of Session.

The Scheme will be subject to the subsequent sanction of the Court of Session.

Shepherd & Wedderburn

Saltire Court, 20 Castle Terrace, Edinburgh EH1 2ET

Solicitors for the Petitioner