Asset Management Investment Co.PLC

Recommended proposals for return of cash to Shareholders of 27 pence per Ordinary Share amounting to approximately GBP5 million, the adoption of new Articles of Association, and the cancellation of the capital redemption reserve

Further to the announcement made on 6 October 2008, Asset Management Investment Company PLC (the "Company") has today published a circular to Shareholders with details of recommended proposals for a return of cash to Shareholders (subject to Shareholder approval) and convening an Extraordinary General Meeting for 17 December 2008 ("the Circular").

The Return of Cash is being made using a bonus share structure as this allows all Shareholders to be treated equally and provides maximum opportunity for Shareholders (other than certain Overseas Shareholders) to choose between receiving the cash in the form of income or capital for UK tax purposes. It also gives the Company certainty as to the size, timing and financial impact of the

Return of Cash on the Company.

Background to the Proposals

On 4 September 2008 the Company announced that it had received notification from International Foreign Exchange Concepts, Inc. of its intention to exercise a call option in respect of the 20,014 ordinary shares of FX Concepts held by the Company, at a price of $500 per share. The total amount receivable by the Company of $10.0 million was converted into sterling on 31 October 2008 using a forward contract at a GBP/US$ exchange rate of 1.755. The gross sterling equivalent of approximately GBP5.7 million has now been received. The Company's investment in the 10 per cent. promissory loan note issued by FX Concepts remains unaffected by the exercise of this call option.

The Board has consulted with major shareholders and its advisers to determine the most appropriate method for returning the proceeds of this sale to Shareholders. In formulating the Return of Cash, the Board has been mindful to ensure that all Shareholders are treated equally and that substantially all of the proceeds of the sale, after costs, are returned to Shareholders.

Summary of the Return of Cash

It is proposed that the Return of Cash will return 27 pence per Ordinary Share to Shareholders and will be implemented by way of a bonus issue of either B Shares or C Shares, depending upon Elections, to Shareholders on the basis of one B Share or one C Share for each Ordinary Share held at the Record Date.

Neither the B Shares nor the C Shares will be admitted to the Official List nor to trading on the London Stock Exchange's Main Market nor will they be listed on any other investment exchange. The B Shares and C Shares will have very restricted rights but will have the right to an accrued dividend calculated by reference to the number of days the shares are in issue.

The main features of the Return of Cash are as follows:

• The Return of Cash is conditional upon sufficient distributable reserves being available, the Resolutions being approved by Shareholders and the Cancellation being confirmed by the Court (as described below).
• All Shareholders will be able to participate in the Return of Cash and Shareholders will be able to opt to receive either B Shares or C Shares under the Bonus Issue, depending upon their personal circumstances.
• B Shares will be purchased by Numis Securities under the Purchase Offer at 27 pence per share.
• C shares will be redeemed by the Company at 27 pence per share.
• Subject to certain limited exceptions, Excluded Overseas Shareholders will be deemed to have elected for the Income Option in respect of all their holding of Ordinary Shares.

The Return of Cash Options

The Capital Option: B Shares

Under the Capital Option, Shareholders will receive B Shares in respect of the relevant number of Optional Entitlements they elect for or are deemed to have elected for the Capital Option. Shareholders wishing to receive the Capital Option in respect of all their Shares need not return an Election Form, but to the extent that an Election is made for the Capital Option, Shareholders must specify a whole number which does not exceed their total Optional Entitlements and should also take into account any election made for the Income Option. In electing the Capital Option, Shareholders are also electing to sell all of their B Shares to Numis Securities, acting as principal, pursuant to the Purchase Offer expected to be made on 6 February 2009, for 27 pence plus an amount in respect of Accrued Dividend per B Share, free of all dealing expenses and commissions. If the Purchase Offer is made, as expected, on 6 February 2009, the Accrued Dividend in respect of a B Share will be less than one penny.

The Purchase Offer will be capable of being accepted by the Company on behalf of, and without the specific consent of, B Shareholders at the appropriate time. The Purchase Offer, and therefore the Capital Option, is not available to Excluded Overseas Shareholders, save as set out in the section headed "Overseas Shareholders" below.

In order for the Purchase Offer to be made, the Company has entered into arrangements with Numis Securities whereby it will, subject to satisfaction of all conditions, require Numis Securities to make the Purchase Offer. Following the EGM (but subject to Shareholder approval), the Company and Numis Securities will enter into a further agreement, the Put Option Agreement, whereby Numis Securities may require the Company to repurchase, as an off market purchase, any B Shares purchased by it under the Purchase Offer or any similar offer (whether made on a compulsory basis or otherwise) for an amount equal to the aggregate amount paid by Numis Securities for such B Shares, including in respect of accrued dividend, as rounded. Under the 1985 Act, this latter agreement must be approved by Shareholders before it may be entered into and accordingly the Put Option Agreement is being proposed for approval at the EGM. Shareholders (other than Excluded Overseas Shareholders) who do not return an Election Form, or who return an Election Form which is invalid, will be deemed to have elected for the Capital Option in respect of all their holding of Ordinary Shares.

The Income Option: C Shares

Under the Income Option, Shareholders will receive C Shares in respect of whatever number of Optional Entitlements they elect for or are deemed to have elected for. In electing for the Income Option, Shareholders must specify a whole number which does not exceed their total Optional Entitlements and should also take into account any election made for the Capital Option. If Shareholders are deemed to have chosen the Income Option, they will receive C Shares in respect of whatever proportion of Optional Entitlements they are deemed to have elected for the Income Option.

The C Shares are expected to be redeemed at the option of the Company one day after their issue and Shareholders will be entitled to receive the C Share Redemption Payment of 27 pence for each C Share elected for, or were deemed to have elected for. Shareholders will also receive the Accrued Dividend in respect of their C Shares, which will have accrued between the date of the issue of the C Shares and the date of the C Share Redemption. If the C Shares are redeemed, as expected, on 6 February 2009, the Accrued Dividend in respect of a C Share will be less than one penny.

Subject to certain limited exceptions, Excluded Overseas Shareholders will be deemed to have elected for the Income Option in respect of all their holding of Ordinary Shares.

Cancellation of Capital Redemption Reserve

As at the date of the Circular, and principally as a result of recent falls in the value of the Company's investments, the Company's distributable reserves have fallen below the level required to fund the Proposals in their entirety out of current distributable reserves. The Board is therefore proposing to create further distributable reserves by the cancellation of the Company's entire capital redemption reserve (accumulated following the cancellation of zero dividend preference shares and Ordinary Shares repurchased by the Company), currently standing at approximately GBP8.76 million. Any cancellation may only be made with the approval of the High Court in London. Accordingly, if the resolutions to be proposed at the Extraordinary General Meeting are duly passed, an application will be made to the Court for such Cancellation.

Overseas Shareholders

Numis Securities is prohibited from making the Purchase Offer to Overseas Shareholders in Restricted Territories. Therefore, the Purchase Offer will not be available to Excluded Overseas Shareholders on the register on the Record Date. Instead, subject to certain limited exceptions, Excluded Overseas Shareholders will receive C Shares as discussed above. However, the Company is aware that certain Excluded Overseas Shareholders, as a consequence of their country of residency, will be excluded from the Purchase Offer by Numis Securities and are likely to receive unfavourable tax treatment upon receipt of redemption monies. The Company is therefore proposing to make separate arrangements to issue such Shareholders with B Shares and to repurchase such B Shares directly under the terms of a separate off-market purchase agreement. Under the 1985 Act, this purchase agreement must be approved by Shareholders before it may be entered into and accordingly the Purchase Agreement is being tabled for approval at the EGM. Such arrangements are entirely at the discretion of the Board and will only proceed if the Board is satisfied that it may do so without breaching any restrictions of any non-UK jurisdiction or any local law or regulation in any jurisdiction in which such Shareholders are located. Further, by entering into such arrangements, the Company is not advising or making any statement in relation to the likely treatment of receipt of purchase monies by Shareholders. Excluded Overseas Shareholders who would like to take advantage of such arrangements are invited to write to the Directors at the Company's registered office with details of their holding. The Board reserves the right in its absolute discretion to reject any requests made in this manner. As the potential beneficiaries of these arrangements are required to be specified in the Purchase Agreement, it is only possible to make these arrangements available to Excluded Overseas Shareholders on the Company's register of members at the date of the Circular.

General

Due to the requirement for the Cancellation to be approved by the Court prior to the Return of Cash being completed, expected to be on or around 5 February 2009, it is expected that a cheque for the proceeds of the B Share Repurchase and C Share Redemption (in each case including any amount in respect of the Accrued Dividend) will be sent to Shareholders with the proceeds in the week commencing 9 February 2009. The Proposals are also conditional upon Shareholder approval.

New Articles of Association

A number of consequential amendments to the Company's Articles of Association will be required in order to implement the Return of Cash. In addition, the law in relation to companies is currently undergoing a number of changes following the introduction of new companies legislation in the United Kingdom under the Companies Act 2006. The changes are being implemented in stages, with some parts already in force and the final parts due to be implemented in October 2009. Some of the changes will apply automatically to the Company, whilst others will require the Company to take specific steps to take advantage of, or exclude, as the case may be, the effect of the changes. Accordingly, in light of the need to amend the Existing Articles to provide for the B Shares and the C Shares, your Board is proposing to adopt new Articles of Association to reflect not only the rights of the B Shares and C Shares, but also certain provisions of the 2006 Act which are currently in force.

Share Repurchases

The Board continues to pay close attention to the discount to NAV at which the Shares trade and intends to continue the Company's policy of repurchasing Shares for cancellation. The Return of Cash equates to the return in aggregate of approximately 95 per cent. of the total sum received from FX Concepts less expenses, and the balance of the proceeds will be available to repurchase Shares if the Board deems it appropriate. Repurchases will be at the absolute discretion of the Board, which will be exercised subject to all usual legal and regulatory restrictions and to the retention of prudent working capital. The Board will only authorise repurchases at prices representing a discount greater than 10 per cent. to NAV.

Costs

The costs and expenses relating to the Return of Cash to be paid by the Company, including legal and other professional costs, the costs of printing the Circular and including VAT (to the extent applicable) are estimated to be approximately GBP285,000. This includes stamp duty of some GBP25,000 payable by the Company in relation to the repurchase of B Shares.

Dealings

The Record Date for the purposes of the Return of Cash is 6.00 p.m. on 12 December 2008. It is expected that the B Share Repurchase Date and the C Share Redemption Payment Date will be on or around 6 February 2009 (subject to the Cancellation being confirmed by the Court) and that Shareholders will receive a cheque in respect of the B Share Payment and/or the C Share Redemption (together with any Accrued Dividend entitlement) in the week commencing 9 February 2009. No share certificates will be issued with respect to the B Shares or C Shares. For the avoidance of doubt, certificates in respect of Ordinary Shares will remain valid.

Extraordinary General Meeting

• authorise the conversion, subdivision and reclassification of 76,034 unissued Ordinary Shares into B Shares and/or C Shares (according to Elections and deemed Elections under the Bonus Issue);
• adopt new articles of association in substitution for and the entire exclusion of the Existing Articles;
• capitalise the sum of GBP19,008.333 standing to the credit of the Company's special reserve to pay up in full the B Shares and C Shares;
• allot and issue the B Shares and C Shares up to an aggregate amount of GBP19,008.333 to Shareholders on the basis of one B Share and/or C Share for each Ordinary Share held on the Record Date. As at 18 November 2008, being the latest practicable date before publication of the Circular, the authority referred to above represented 0.4 per cent. of the total issued ordinary share capital. The authority granted hereunder will expire on the earlier of the conclusion of the Company's Annual General Meeting held in 2010 or 15 months from the date the Resolution is passed;
• approve the cancellation of any B Shares or C Shares which remain unissued at 31 March 2009;
• approve the Put Option Agreement in relation to the repurchase of B Shares from Numis Securities; and
• approve the Purchase Agreement in relation to the repurchase of B Shares from certain Overseas Shareholders.

Contact Details

George Robb, AMIC
Managing Director and Chief Investment Officer
Telephone: 020 7618 9041

Bharat Bhagani
Company Secretary and Financial Controller
Telephone: 020 7618 9044

David Benda/Nathan Brown
Numis Securities, Corporate Broking
Telephone: 020 7260 1275/1426