Fidelity Emerging Markets Limited (FEML) Ptg NPV

AGM Information • Dec 16, 2024

Fidelity Emerging Markets Limited Company No. 20790 ("the Company")

Resolutions of the members passed at the Annual General Meeting duly convened and held at Level 3, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ on 10 December 2024

ORDINARY RESOLUTIONS

• Res 1 To receive the Report of the Directors and audited Financial Statements for the year ended 30 June 2024.
• Res 2 To approve the Directors' Remuneration Report for the year ended 30 June 2024.
• Res 3 To re-appoint KPMG Channel Islands Limited as Independent Auditor to the Company.
• Res 4 To authorise the Directors to agree the remuneration of the Independent Auditor.
• Res 5 To declare a final dividend of \$0.20 per share designated as a Participating Redeemable Preference Share (the "Participating Preference Shares") to be paid in respect of the financial year ended 30 June 2024.
• Res 6 To re-elect Ms Heather Manners as a Director of the Company.
• Res 7 To re-elect Dr Simon Colson as a Director of the Company.
• Res 8 To re-elect Mr Torsten Koster as a Director of the Company.
• Res 9 To elect Mr Mark Little as a Director of the Company.
• Res 10 To re-elect Ms Katherine Tsang as a Director of the Company.
• Res 11 THAT the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 23,958,326 Participating Preference Shares (being 33.33 per cent. of the Company's shares of each class in issue as at the latest practicable date prior to the date of publication of this document (excluding shares held in treasury)) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 13 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.

SPECIAL RESOLUTIONS

Res 12 THAT, In substitution for the Company's existing authority to make market purchases of Participating Preference Shares, the Company is authorised to make market purchases of Participating Preference Shares, PROVIDED THAT:

(a) the maximum number of Participating Preference Shares that may be purchased shall be 10,755,137 being 14.99% of the issued number of Participating Preference Shares at the date of this document or, if lower, such number as is equal to 14.99% of the issued number of Participating Preference Shares at the date of passing the resolution;

(b) the maximum price which may be paid for a Participating Preference Share is an amount equal to 105% of the average of the middle market quotations for a Participating Preference Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Participating Preference Share is purchased;

(c) the authority hereby conferred shall expire at the conclusion of the last Annual General Meeting of the Company unless such authority is renewed prior to such time; and

(d) the Company may make a contract to purchase Participating Preference Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Participating Preference Shares pursuant to any such contract.

Res 13 THAT, in accordance with Article 9(4) of the articles of incorporation of the Company (the "Articles"), the Directors be empowered to allot and issue (or sell from treasury) 7,188,217 Participating Preference Shares (being 10 per cent. of the such Shares in issue of each class as at the latest practicable date prior to the date of this notice (excluding shares held in treasury)) for cash as if Article 9.4 of the Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 13 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell) shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 13 has expired.

For and on behalf of

_____________________

FIL Investments International

Secretary