Tender Offer

Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful

7 April 2014

DUNEDIN ENTERPRISE INVESTMENT TRUST PLC

tender offer

On 20 March 2014, the Board announced that it was proposing to return approximately £5.2 million of the amount available for distribution to Shareholders in accordance with the Company's distribution policy via a tender offer for up to 5 per cent. of the Shares currently in issue at a price of 475p per Share. The Tender Price represents:

· a discount of 10.3 per cent. to the NAV per Share of 529.3p as at 31 December 2013 (being the Company's latest published NAV) and a discount of 7.4 per cent. to the NAV per Share (adjusted for the final dividend of 16.5p per Share for the year ended 31 December 2013) of 512.8p as at 31 December 2013; and

· a premium of 16.6 per cent. to the closing mid-market price of 407.5p per Share on 3 April 2014.

The Tender Offer requires Shareholder approval. Such approval will be sought at the annual general meeting of the Company, which will be held at The Sheraton Hotel, 1 Festival Square, Edinburgh EH3 9SR, at 11.00 a.m. on Wednesday, 14 May 2014.

The expected timetable for the Tender Offer is and the Final Dividend is as follows:

2014

Annual General Meeting 11.00 a.m. on Wednesday, 14 May

Latest time and date for receipt of Tender Forms andTTE Instructions in CREST for Tender Offer 3.00 p.m. on Wednesday, 14 May

Record date for Tender Offer close of business on Wednesday, 14 May

Result of Tender Offer announced Thursday, 15 May

Payments through CREST made in respect of Sharesheld in uncertificated form successfully tendered Tuesday, 20 May

CREST accounts settled in respect ofunsold tendered Shares held in uncertificated form Tuesday, 20 May

Cheques despatched in respect of Shares held in certificatedform successfully tendered by Friday, 23 May

Balancing certificates despatched in respect ofunsold tendered Shares held in certificated form by Friday, 30 May

Subject to the relevant resolution declaring the final dividend of 16.5p per Share for the year ended 31 December 2013 being passed at the Annual General Meeting, the Final Dividend will be payable to Shareholders on the register at the close of business on Friday, 2 May 2014. Accordingly, Shares successfully tendered pursuant to the Tender Offer will still qualify for the Final Dividend, which will be paid on Friday, 23 May 2014.

A circular to Shareholders setting out the terms and conditions of the Tender Offer and explaining the mechanics of the Tender Offer will be despatched to Shareholders later today. A copy of that circular will also be submitted to the National Storage Mechanism later today and will be available for inspection at www.morningstar.co.uk/uk/nsm.do.

Enquiries

Notes

Words and expressions defined in the circular to Shareholders dated 7 April 2014 have the same meanings when used in this announcement.

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for Dunedin Enterprise Investment Trust plc and for no one else, in connection with the Tender Offer and will not be responsible to anyone other than Dunedin Enterprise Investment Trust plc for providing the protections afforded to clients of Cantor Fitzgerald Europe or for affording advice in relation to the Tender Offer.