The Fund is proposing a contractual scheme of reconstruction and summary winding-up. As part of the Scheme, Fund Shareholders who hold their shares in uncertificated form (other than Restricted Shareholders) may elect to receive ETF Shares (in the form of CREST Depositary Interests) in the ETF Sub-Fund (being Middlefield Canadian Enhanced Income UCITS ETF) and/or cash in respect of all or part of their holding of Fund Shares.

Fund Shareholders (other than Restricted Shareholders) that hold their shares in uncertificated form may choose either or both of:

(i) the Rollover Option: rolling over some or all of your investment and receive ETF Shares (in the form of CREST Depositary Interests) to be issued by the ETF Sub-Fund; and/or
(ii) the Cash Option: receiving cash in the winding-up of the Fund.

Fund Shareholders holding shares in certificated form will be deemed to have elected for the Cash Option in respect of their entire holding of shares held in certificated form.

Fund Shareholders wishing to elect for the Rollover Option and who hold their Fund Shares in certificated form will be required to dematerialise their Fund Shares (that is, convert their holding of Fund Shares in certificated form into uncertificated form, i.e. into CREST) by no later than the Scheme Entitlements Record Date to receive the ETF Shares (in the form of CREST Depository Interests).

Fund Shareholders holding Fund Shares in uncertificated form (other than Restricted Shareholders) and who make no valid Election for the Cash Option will be deemed to have elected for the Rollover Option.

Restricted Shareholders and Untraceable Shareholders will be deemed to have elected for the Cash Option in respect of their entire holding of shares.

Fund Shareholders who elect (or are deemed to elect) for the Cash Option will bear the Transaction Costs, being the costs payable in connection with the implementation of the Proposals.

The Middlefield Canadian Enhanced Income UCITS ETF is a newly established, actively managed sub-fund of HANetf ICAV. Please refer to Part 3 of the Circular for further details on the ETF Sub-Fund, including details of the investment objective and investment policy of the ETF Sub-Fund. Please note that the Board takes no responsibility for the contents of the ETF Prospectus, the Supplement, the KIID or the KID or any summaries thereof in the Circular, including in Part 3 of the Circular.

All Fund Shareholders holding their shares in uncertificated form other than Restricted Shareholders can elect for the Rollover Option.

Restricted Shareholders and Untraceable Shareholders will be deemed to have elected for the Cash Option in respect of their entire holding of shares.

Fund Shareholders wishing to elect for the Rollover Option and who hold their shares in certificated form will be required to convert their holding of shares in certificated form into uncertificated form, i.e. into CREST, by no later than the Scheme Entitlements Record Date to receive the ETF Shares (in the form of CREST Depositary Interests).

Restricted Shareholders who wish to receive ETF Shares (as CREST Depositary Interests) must contact the Company directly and demonstrate to the Directors that they can be issued ETF Shares without breaching any securities law. If the Directors are not satisfied such Restricted Shareholders will be deemed to have elected for the Cash Option in full.

If you do not submit a valid election for the Cash Option:

• Fund Shareholders who hold their shares in uncertificated form will be deemed to have elected for the Rollover Option.
• Fund Shareholders who hold their shares in certificated form will be deemed to have elected for the Cash Option.
• Restricted Shareholders and Untraceable Shareholders will be deemed to have elected for the Cash Option.

You must submit a TTE Instruction via CREST if you wish to receive the Cash Option. Details of how to submit a TTE Instruction are set out in paragraph 14 of Part 1 of the Circular.

Fund Shareholders who hold their shares through an investment platform or other nominee service are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for an election to be made on their behalf.

The deadline for submitting a TTE Instruction is 1:00 p.m. on 14 October 2025.

The date on which the Scheme will become effective, and the Fund’s assets constituting the Rollover Pool are transferred to the ETF Sub-Fund, is expected to be 22 October 2025. The Scheme is subject to the conditions set out in paragraph 12 of Part 2 of the Circular.

Rollover Option: The Fund has been advised that the exchange of Reclassified Shares for ETF Shares should constitute a scheme of reconstruction for the purposes of UK taxation of chargeable gains, and that such exchange should be deemed not to constitute a disposal by the Fund Shareholders of their relevant Reclassified Shares for the purposes of UK taxation of chargeable gains. The ETF Shares issued pursuant to the Scheme should instead be treated for the purposes of UK taxation of chargeable gains as replacing the relevant Reclassified Shares for which they were exchanged and should be treated as acquired at the same time and for the same base cost as the relevant exchanged Reclassified Shares are treated as having been acquired. Clearance has been received from HMRC under Section 138 of the Taxation of Chargeable Gains Act 1992 to the effect that HMRC is satisfied that the exchange of Fund Shares for ETF Shares is for bona fide commercial purposes and does not form part of any scheme or arrangements whose main purpose, or one of whose main purposes, is the avoidance of UK capital gains tax or corporation tax, and accordingly that the chargeable gains treatment set out above should not be prevented from applying for such reasons.

Cash Option: Fund Shareholders that receive cash pursuant to the Cash Option will generally be treated as disposing of their Reclassified Shares for the purposes of UK taxation of chargeable gains. Accordingly, such Fund Shareholders may, depending on the Fund Shareholder’s particular circumstances, be treated as realising a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains by reference to the amount received.

Please see paragraph 1 of Part 5 of the Circular for further details.
Shareholders are strongly advised to consult their own professional advisers in relation to the tax consequences of these arrangements.

The Directors consider that the Proposals should have the following benefits for Fund Shareholders:

• Fund Shareholders may elect to realise in whole or in part their Fund Shares for cash at close to NAV;
• Fund Shareholders who hold their Fund Shares in uncertificated form (other than Restricted Shareholders) may elect to continue their investment in a recently established, actively managed, listed and London Stock Exchange traded fund in the form of an authorised UCITS managed by the same investment manager; and
• Fund Shareholders who may be subject to UK capital gains tax or corporation tax on chargeable gains and who hold their Fund Shares in uncertificated form (other than Restricted Shareholders) should be able to roll over their investment into the ETF Sub-Fund and thereby continue to receive investment returns without triggering an immediate liability to UK capital gains tax or corporation tax on chargeable gains.

Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately seek their own independent advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if they are in the United Kingdom, or from another appropriately authorised independent financial adviser if they are in a territory outside of the United Kingdom.

CDIs represent beneficial ownership of the ETF Shares and are used to facilitate trading and settlement in CREST for shares listed outside the UK.

If you hold your shares in certificated form, you will be deemed to have elected for the Cash Option.

In relation to your shareholding held in uncertificated form (that is, in CREST) you may submit a TTE Instruction in order to elect for the Cash Option in respect of some or all of your holding held in uncertificated form.

If you do not submit a TTE Instruction in respect of the Cash Option, you will be deemed to have elected for the Rollover Option (unless you are a Restricted Shareholder).

You should contact your investment platform provider, nominee or plan manager to understand how the Scheme affects your holdings and how to vote and make your election.

If shareholders do not approve the Scheme, the Proposals will be abandoned. In this event, the Board will consider alternative proposals for the future of the Fund.

You should read the full Circular, together with:

• The ETF Prospectus and Supplement
• The Notice of Extraordinary General Meeting (which is incorporated in the Circular)