BARINGS EMERGING EMEA OPPORTUNITIES PLC

AGM Information • Dec 9, 2024

Notice of the Annual General Meeting ( "AGM" or "Meeting") of Barings Emerging EMEA Opportunities Plc (the "Company") to be held on Thursday, 23 January 2025 at 10:00 a.m. at the offices of Baring Asset Management Limited, 20 Old Bailey, London EC4M 7BF is set out in this document.

Important information:

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, it is recommended that you seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser. If you have sold or otherwise transferred all of your shares in the Company, please forward this document at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This document should not, however, be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of shares, you should retain this document.

Frances Daley Alastair Bruce Vivien Gould Christopher Granville Nadya Wells

Central Square 29 Wellington Street Leeds LS1 4DL

Dear Shareholder,

Annual General Meeting 2025

I am pleased to enclose the Notice of Annual General Meeting (the "AGM" or the "Meeting") of Barings Emerging EMEA Opportunities Plc (the "Company") which will be held on Thursday, 23 January 2025 at 10:00 a.m. at the offices of Baring Asset Management Limited, 20 Old Bailey, London EC4M 7BF.

As per the Company's Annual Report published on 9 December 2024, the Notice has been circulated separately to the Annual Report.

The formal notice convening the AGM (the "Notice of AGM" or the "Notice") can be found on pages 4 to 6 of this document and it sets out the business to be considered at the AGM.

The purpose of this notice is to provide shareholders with details of, and to seek shareholder approval for, each of the Resolutions to be proposed at the AGM.

At the AGM, shareholders will be asked to consider the approval of, and to vote on, the following items of business:

• the receipt and adoption of the Strategic Report, the Reports of the Directors and the Auditor and the financial statements for the year ended 30 September 2024;
• the receipt and approval of the Directors' Remuneration Report;
• the payment of a final dividend for the year ended 30 September 2024;
• the re-election of the Directors;
• the re-appointment of BDO LLP as Auditor and the authorisation of the Audit Committee to determine the remuneration of the Auditor;
• authority for the allotment of ordinary shares;
• authority to disapply pre-emption rights on allotment of ordinary shares;
• authority to repurchase the Company's own shares; and
• the holding of general meetings on not less than 14 clear days' notice.

Voting arrangements – Action to be taken

If you would like to vote on the resolutions to be proposed at the AGM and you hold your shares in certificated form, you may appoint a proxy electronically at www. signalshares.com by following the instructions on that website. Alternatively, if you hold your shares in CREST, you may appoint a proxy via the CREST system.

If you are an institutional investor, you may also appoint a proxy electronically via the Proxymity platform, a process agreed upon by the Company and approved by the Registrar. For further information regarding Proxymity, please visit www.proxymity.io. Your proxy must be lodged by 10:00 a.m. on 21 January 2025 in order to be considered valid. If the meeting is adjourned, it must be lodged 48 hours (excluding non-working days) before the time of the adjourned meeting. Before appointing a proxy via this process, you need to agree to Proxymity's terms and conditions. Please read these carefully as they will govern the electronic appointment of your proxy. You can revoke an electronic proxy appointment via the Proxymity platform by sending an authenticated message instructing the removal of your proxy vote.

Alternatively, you may request a hard copy form of proxy directly from the Company's registrar, Link Group by emailing shareholderenquiries@linkgroup.co.uk or by calling 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the

applicable international rate. Lines are open between 9:00 a.m. – 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales.

If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Notice of your appointment of a proxy should reach the Company's registrar, Link Group, by no later than 10:00 a.m. on 21 January 2025.

Further details and instructions regarding the appointment of a proxy are set out in the "Notes to the Notice of Annual General Meeting" on page 7 of this document.

Poll voting

Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures that shareholders who are unable to attend the AGM in person but have appointed proxies have their votes taken into account. The results of the poll will be announced to the London Stock Exchange and published on the Company's website as soon as possible after the conclusion of the AGM.

Resolutions

Resolutions 1 to 11 will be proposed as ordinary resolutions. An ordinary resolution requires a simple majority of votes cast, whether in person or by proxy, to be in favour of the resolution for it to be passed.

Resolutions 12 to 14 will be proposed as special resolutions. A special resolution requires a majority of not less than 75% of the votes cast, whether in person or by proxy, to be cast in favour of the resolution for it to be passed.

Further details are set out in the Explanation of Notice of Annual General Meeting on pages 11 to 14 of this document.

Recommendation

Full details of the above resolutions are contained in the Explanation of Notice of Annual General Meeting set out on pages 11 to 14 of this document. The Directors consider that all the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole.

The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do so in respect of their own beneficial holdings in the shares of the Company.

Yours sincerely

Frances Daley

Chairman

Barings Emerging EMEA Opportunities Plc

6 December 2024

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Barings Emerging EMEA Opportunities Plc (the "Company") will be held at the offices of Baring Asset Management Limited, 20 Old Bailey, London EC4M 7BF on Thursday, 23 January 2025 at 10:00 a.m. to consider and, if thought fit, pass the following resolutions, of which numbers 1 to 11 (inclusive) will be proposed as ordinary resolutions, and numbers 12 to 14 (inclusive) as special resolutions:

Ordinary Resolutions

• 1. To receive and adopt the Company's annual report and audited financial statements for the year ended 30 September 2024 (the "Annual Report") together with the Directors' Report, the Strategic Report and the Auditor's Report contained in the Annual Report.
• 1. To receive, adopt and approve the Directors' Remuneration Report for the year ended 30 September 2024.
• 1. To approve the new Directors' Remuneration Policy as listed on page 55 of the Annual Report and Accounts.
• 1. To approve a final dividend for the year ended 30 September 2024 in the sum of 12.5 pence per ordinary share.
• 1. To re-elect Frances Daley as a Director of the Company.
• 1. To re-elect Vivien Gould as a Director of the Company.
• 1. To re-elect Christopher Granville as a Director of the Company.
• 1. To elect Alastair Bruce as a Director of the Company.
• 1. To re-appoint BDO LLP as Auditor of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next general meeting at which the Financial Statements are laid before the Company.
• 1. To authorise the Audit Committee to determine the remuneration of the Auditor of the Company.

Authority to allot ordinary shares

1. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the passing of this resolution, the directors of the Company (the "Directors") be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot shares and to grant rights to subscribe for or convert any security into shares in the Company (within the meaning of Section 551 of the Companies Act 2006 (the "Act")) up to an aggregate nominal amount of £117,969, (being approximately 10% of the issued share capital of the Company (excluding treasury shares) as at 4 December 2024) generally from time to time on such terms as the Directors may determine PROVIDED THAT this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 March 2026, whichever is earlier, save that the Company may before such expiry make one or more offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offers or agreements as if the authority conferred hereby had not expired.

Special Resolutions

Authority to disapply pre-emption rights

1. THAT, subject to the passing of Resolution 11 set out in the notice of the 2025 annual general meeting ("Resolution 11") and in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the directors of the Company (the "Directors") be and are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act"), to allot, or make offers or agreements to allot, equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 11 and/or by way of a sale of treasury shares for cash (within the meaning of section 560(3) of the Act) as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

(continued)

• (a) the allotment of equity securities and the sale of treasury shares for cash in connection with a rights issue, open offer or other pre-emptive offer in favour of the holders of ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares") on the register of members on a date fixed by the Board where the equity securities respectively attributable to the interests of all such holders of Ordinary Shares are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on that date (subject to such exclusions or other arrangements in connection with the rights issue, open offer or other pre-emptive offer as the Directors deem necessary or expedient to deal with shares held in treasury, fractional entitlements to equity securities and to deal with any legal or practical problems or issues arising in any overseas territory or under the requirements of any regulatory body or stock exchange or to deal with any other matter whatsoever); and
• (b) the allotment of equity securities and the sale of treasury shares (otherwise than pursuant to subparagraph (a) of this resolution) up to an aggregate nominal amount of £117,969 (representing approximately 10 per cent. of the issued share capital of the Company (excluding treasury shares) as at 4 December 2024);

and provided that this power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or on 30 March 2026, whichever is the earlier, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Authority to repurchase the Company's shares

1. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the passing of this resolution, the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693 of the Act) of ordinary shares of 10 pence each in the capital of the Company (the "shares") on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

2. (a) the maximum aggregate number of shares hereby authorised to be purchased is 1,768,355 or, if less, the number being 14.99% of the issued ordinary share capital of the Company (excluding ordinary shares held in treasury) immediately prior to the passing of this resolution;

3. (b) the minimum price (exclusive of any expenses) which may be paid for a share purchased pursuant to this authority is 10 pence;
4. (c) the maximum price (exclusive of any expenses) which may be paid for a share purchased pursuant to this authority is an amount equal to the highest of:
5. (i) 105% of the average of the middle market quotations for a share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is purchased;
6. (ii) the higher of the price of the last independent trade of a share and the highest current independent bid for such a share on the trading venues where the purchase is carried out at the time the purchase is carried out; or
   • (d) the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2026 or 30 March 2026, unless such authority is renewed, revoked or varied by the Company in general meeting prior to such time;
   • (e) the Company may enter into a contract to purchase shares under such authority which will be or may be completed or executed wholly or partly after such expiry and may make a purchase of shares pursuant to any such contract; and

(continued)

• (f) all shares purchased pursuant to this authority shall be either:
• (i) cancelled; or
• (ii) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

Authority to hold general meetings

1. THAT a general meeting (other than an annual general meeting) of the Company may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.

By order of the Board

Link Company Matters Limited	Registered Office:
Secretary	Central Square
6 December 2024	29 Wellington Street
	Leeds
	LS1 4DL

1. A shareholder entitled to attend this meeting may attend the Meeting in person or may appoint one or more persons as their proxy to attend, speak and/or vote on their behalf. A proxy need not be a shareholder of the Company.

If multiple proxies are appointed, they must not be appointed in respect of the same shares. The appointment of a proxy will not prevent a shareholder from attending the Meeting and voting in person if they so wish. A shareholder present in person or by proxy shall have one vote on a show of hands and on a poll every shareholder present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder. To appoint more than one proxy, a separate form of proxy in relation to each appointment should be completed (shareholders may photocopy the form of proxy), stating clearly on each form of proxy how many ordinary shares the proxy is appointed in relation to. A failure to specify the number of ordinary shares each proxy appointment relates to or specifying an aggregate number of ordinary shares in excess of those held by the shareholder will result in the proxy appointment being invalid. Shareholders are requested to indicate on the form of proxy if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned together in the same envelope.

• 1. In the case of joint holders, the signature of only one of the joint holders is required on the proxy form. If more than one joint holder has signed the proxy form or where more than one joint holder purports to appoint a proxy, only the signature of or the appointment submitted by the most senior holder will be accepted to the exclusion of the other joint holders. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior).
• 1. Only those shareholders registered on the Register of Members of the Company by close of business on 21 January 2025 (or in the event that the meeting is adjourned, only those shareholders registered on the Register of Members of the Company as at close of business on the day which is two days prior to the adjourned meeting (weekends and public holidays excluded)) shall be entitled to attend in person or by proxy and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time.

Changes to entries on the Register of Members after the specified time shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting or, if adjourned, at the adjourned meeting.

1. Members can appoint a proxy online at:

www.signalshares.com.

Members using the website to appoint a proxy must do so no later than 48 hours before the time of the Meeting or any adjournment of that meeting (weekends and public holidays excluded). Members appointing a proxy online must do so by 10:00 a.m. on 21 January 2025. In order to appoint a proxy using this website, members will need their Investor Code, which they can find on their share certificate. If you need help with voting online, please contact our Registrar, Link Group, by emailing shareholderenquiries@linkgroup.co.uk or on 0371 664 0300 if calling from the UK, or +44 (0) 371 664 0300 if calling from outside of the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK are charged at the applicable international rate. Link Group are open between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales.

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:00 a.m. on 21 January 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours (weekends and public holidays excluded) before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

You may request a hard copy form of proxy directly from the Registrar by emailing shareholderenquiries@ linkgroup.co.uk or by telephone on 0371 664 0300. To be valid, a hard copy form of proxy or other instrument

(continued)

appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL, no later than 48 hours (business days only) before the time of the Annual General Meeting or any adjournment of that meeting. This form must be completed and lodged with the Company's registrar (at the address above) no later than 10:00 a.m. on 21 January 2025. A hard copy form of proxy may not be returned by email. Members wishing to appoint a proxy electronically may do so at the website above.

1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment of it by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST-sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by the Company's agent ID RA10 by the latest time for receipt of proxy appointments specified in note 4 above.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages.

Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It

is the responsibility of the CREST members concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 1. Unless otherwise indicated on the Form of Proxy, CREST voting, Proxymity or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
• 1. Shareholders satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to shareholders of the Company entitled to receive notice of the Annual General Meeting, notice of a resolution which those shareholders intend to move (and which may properly be moved) at the Annual General Meeting. A resolution may properly be moved at the Annual General Meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the Annual General Meeting.
• 1. Shareholders satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly be included in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General Meeting unless (i) it is defamatory of any person or (ii) it is frivolous

(continued)

or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the date of the Annual General Meeting.

• 1. Any question relevant to the business of the Annual General Meeting may be asked at the Meeting by anyone permitted to speak at the Meeting. Alternatively, questions may be submitted in advance by letter addressed to the Company Secretary at the registered office or by emailing bemoplccosec@linkgroup.co.uk by no later than 10:00 a.m. on 17 January 2025. We will endeavour to answer questions received in advance, and ahead of the proxy voting deadline, by publishing responses on thematic topics on our website.
• 1. In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the Meeting put by a shareholder attending the Meeting to be answered. No such answer need be given if: (a) to do so would:
  2. (i) interfere unduly with the preparation for the Meeting, or
  3. (ii) involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
• 1. A person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/ her and the shareholder by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/ she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statements of the rights of shareholders in relation to the appointment of proxies in notes 1 to 4 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered shareholders of the Company.
• 1. As at 5 December 2024, the Company's issued voting share capital and total voting rights amounted to 11,796,902 ordinary shares each carrying one vote each (excluding 3,318,207 shares which are held in treasury by the Company). Therefore, the total number of voting rights in the Company as at 5 December 2024 is 11,796,902.
• 1. A shareholder that is a corporation can only attend and vote at the meeting in person through one or more representatives appointed in accordance with Section 323 of the Companies Act 2006, as amended. Any such representative should bring to the Meeting written evidence of their appointment, such as a certified copy of a board resolution, or a letter from, the corporation concerned confirming the appointment. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder of the Company. On a vote on a resolution by a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person seeks to exercise a power in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
• 1. Shareholders should note that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527, it must forward the statement to the Company's auditor not later than the time when it makes the statement available

(continued)

on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required to publish on a website under section 527.

• 1. The Annual Report, a copy of this Notice and other information required by section 311A of the Companies Act 2006, including the total number of shares in the Company, the total voting rights that shareholders are entitled to exercise at the Meeting and, if applicable, any shareholders' statements, shareholders' resolutions or shareholders' matters of business received by the Company after the date of this Notice will be available on the Company's website: www.bemoplc.com.
• 1. Copies of the letters of appointment of the Chairman and the Non-Executive Directors of the Company will be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding weekends and public holidays) or on request via email at bemoplccosec@linkgroup.co.uk from the date of this Notice until the conclusion of the Annual General Meeting. Copies will also be available for inspection at the AGM for 15 minutes prior to the Meeting and throughout the Meeting.
• 1. You may not use any electronic address provided in this Notice to communicate with the Company for any purpose other than those expressly stated.

Explanation of Notice of Annual General Meeting

The AGM will be held on 23 January 2025 at 10:00 a.m. The formal notice of the AGM is set out above. Separate resolutions are proposed for each substantive issue.

Ordinary Resolutions

Resolution to receive the Annual Report (Resolution 1)

For each financial year, the Directors must present the Annual Report to shareholders at a general meeting. The Annual Report is for the year ended 30 September 2024.

Resolution to receive the Directors' Remuneration Report (Resolution 2)

Resolution 2 is an advisory vote to approve the Directors' Remuneration Report. The report concerns the implementation of the Company's Directors' Remuneration Policy. The Directors' Remuneration Report can be found on pages 55 to 59 of the Annual Report for the year ended 30 September 2024.

Resolution to approve and adopt the Directors' Remuneration Policy (Resolution 3)

Resolution 3 is to approve and adopt the Directors' Remuneration Policy.

Resolution to approve a final dividend (Resolution 4)

Resolution 4 is to approve a final dividend for the year ended 30 September 2024 in the sum of 12.5 pence per ordinary share.

Resolutions to elect and re-elect Directors (Resolutions 5 to 8)

In accordance with the policy adopted by the Board, all Directors retire annually and seek election and reelection. Taking into account each individual's professional characteristics, behaviour and contribution, and following completion of a formal performance evaluation process the Board has determined that the Chairman and each other non-executive Director is independent, continues to perform effectively and demonstrates commitment to their role. The Board therefore believes that it is in the best interests of the shareholders that each Director is elected and/or re-elected. Nadya Wells has notified the Company that she will not be seeking re-election at the 2025 AGM. Copies of the Directors' letters of appointment will be available for inspection at the

Company's registered office during normal business hours on any weekday (excluding public holidays) or on request via email at bemoplccosec@linkgroup.co.uk from the date of this Notice until the conclusion of the AGM and biographies of each of the Directors are set out below.

Frances Daley

Frances qualified as a Chartered Accountant with a predecessor firm to EY and spent nine years in corporate finance followed by 18 years in various CFO roles. From 2007 to 2012, she was group finance director of the private equity backed Lifeways Group, the UK's largest provider of specialist support to adults with learning disabilities and mental health needs. She is a non-executive director of Henderson Opportunities Trust PLC and Regional REIT Limited. The Board recommends the reappointment of Frances as a Director and Chairman of the Company at the 2024 Annual General Meeting.

Ms Daley was appointed as a Director of the Company on 29 April 2014 and appointed as Chairman on 16 January 2018. Therefore, if re-elected she will, after April 2025, be serving as a Director beyond the nine-year recommended period of tenure.

The Board considers that owing to the strategic issues now facing the Company it would be in the best interests of the Company and shareholders that Ms Daley remains as a Director and Chairman of the Company beyond the nine-year period of tenure.

The Board believes that although Ms Daley will be serving beyond a nine-year period (subject to re-election at the AGM), that Ms Daley remains fully independent.

Vivien Gould

Vivien has worked in the financial services sector since 1981. She was a founder director of River & Mercantile Investment Management Limited (1985) and served as a senior executive and deputy managing director with the group until 1994. She then served on the boards of a number of listed investment trusts, investment management companies and other financial companies. She also served on the boards of several charities, including the Stroke Association, where she chaired the investment committee.

Vivien is currently a non-executive director and senior independent director of The Lindsell Train Investment Trust PLC, a non- executive director of Schroder Asia Pacific Fund

Explanation of Notice of Annual General Meeting

(continued)

PLC, Third Point Investors Limited and National Philanthropic Trust UK.

She was appointed to the Board on 11 March 2019.

Christopher Granville

Christopher was formerly a British diplomat in the Political Section of the British Embassy in Moscow and has a wealth of experience in Emerging Europe. He is currently a managing director of TS Lombard, an investment research provider which is apart of GlobalData Plc and covers global macroeconomics and political drivers, having co-founded in 2006 what is now TS Lombard's emerging markets division. Previously, he spent six years as chief strategist and political analyst at United Financial Group (UFG), a Moscow-based investment bank that was acquired by Deutsche Bank in 2006. Christopher is a member of the board of directors of EOS Invest AB and a member of the investment committee of Olma Luxury Holdings Private Equity Fund.

He was appointed to the Board on 30 November 2018.

Alastair Bruce

Alastair has been involved in the financial services sector for over twenty-five years. He was the managing partner of Pantheon Ventures from 2006 to 2013, bringing a wealth of experience in private equity, investment management, and finance. Alastair is a Chartered Accountant and has served on the boards of various investment trusts and financial companies.

He is currently a non-executive director and chair of the audit and risk committee of Fidelity China Special Situations PLC, an investment trust focusing on quoted companies in China. Additionally, he holds the position of non-executive director and chair of the audit committee of ICG Enterprise Trust PLC, a listed private equity investment trust.

Alastair was appointed to the Board on 1 February 2024 and will be seeking election at the 2025 AGM.

Appointment of Auditors and authorisation of Auditors' remuneration

(Resolutions 9 and 10)

The Company is required to appoint auditors at every general meeting at which accounts are presented to shareholders. BDO LLP has indicated that it is willing to continue as the Company's auditor for a further

year. The Audit Committee has reviewed BDO LLP's effectiveness and the effectiveness of the audit process and recommends its re-appointment. You are asked to authorise the Audit Committee to re-appoint BDO LLP and, following normal practice, to authorise the

Authority to allot shares (Resolution 11)

Under Resolution 11, approval is sought to give the Board the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £117,969 (representing 1,179,690 ordinary shares of 10 pence each). This amount represents approximately 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at 6 December 2023, being the latest practicable date prior to publication of the notice of meeting (the "Notice"). As at the date of the Notice, 3,318,207 ordinary shares are held by the Company in treasury, representing 28.13% of the issued share capital (excluding treasury shares).

The Directors do not intend to allot ordinary shares pursuant to this power other than to take advantage of opportunities in the market as they arise and only if they believe it is advantageous to the Company's existing shareholders to do so.

Special Resolutions

Authority to disapply pre-emption rights (Resolution 12)

Resolution 12 provides for the disapplication of pre-emption rights. Section 561 of the Act gives all shareholders the right to participate on a pro rata basis in all issues of equity securities for cash, unless they agree that this right should be disapplied.

If the Directors wish to exercise the authority under Resolution 11 and offer unissued shares for cash, the Act requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights by way of special resolution, the new shares should be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their holdings.

Explanation of Notice of Annual General Meeting (continued)

Resolution 12 proposed as a special resolution, would authorise the Directors to disapply the strict statutory pre¬emption provisions. This would provide the Directors with a degree of flexibility to act in the best interests of the Company so that:

• (i) the Company can follow normal practice in the event of a rights issue, open offer or other offer of securities in favour of the existing shareholders in proportion to their shareholdings; and
• (ii) a limited number of shares may be issued for cash to persons other than existing shareholders in compliance with the Investment Association guidelines.

Resolution 12, will give the Directors authority to allot shares in the capital of the Company (pursuant to the authority granted under Resolution 11) for cash or to sell shares from treasury for cash without first offering such shares to existing shareholders in proportion to their existing shareholdings – up to a maximum of 10% of the Company's issued share capital (excluding shares held in treasury). The maximum nominal value of equity securities which could be allotted if the authority were to be used would be £117,969.

This authority will only be used to issue shares or sell shares from treasury at a premium to net asset value and only when the Directors believe that it would be in the best interests of the Company to do so.

The Directors do not have any present intention to exercise the authority relating to disapplication of pre-emption rights, however the Directors consider it is appropriate for them to seek the flexibility that this authority provides, and that the authority sought in Resolution 12 is in the best interests of the Company and its members as a whole. If given, this authority will expire on the conclusion of the Annual General Meeting in 2026 or on 30 March 2026, whichever is the earlier.

Authority to repurchase the Company's shares (Resolution 13)

At the AGM held on 25 January 2024, shareholders renewed the Directors' authority to buy back up to 14.99% of the Company's ordinary shares. Pursuant to this authority, a total of 133,299 shares were purchased and cancelled during the year under review. This represented 0.88% of the issued share capital at 30 September 2024.

The total cost amounted to £694,000. No further shares have been brought back since the Company's year-end on 30 September 2024.

The Board proposes that the Company should be given renewed authority to purchase ordinary shares in the market either for cancellation or to be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the Companies Act.

The Directors consider that the renewal of this authority is in the best interests of shareholders as a whole as the repurchase of ordinary shares at a discount to their net asset value ("NAV") would enhance the NAV of the remaining ordinary shares. Accordingly, a special resolution will be proposed at the AGM to authorise the Company to make market purchases of up to 14.99% of the ordinary shares in issue (excluding treasury shares), equivalent to 1,768,355 ordinary shares as at 3 December 2024, being the latest practicable date prior to publication of the Notice. In accordance with the Listing Rules, this is the maximum percentage of its equity share capital that a company may purchase through the market pursuant to such authority.

The Directors intend to use the authority granted by this resolution as a method of returning value to shareholders and believe that it is advantageous for the Company to have this flexibility. The Directors will exercise this authority only if they are satisfied that a purchase would be in the interests of shareholders generally. Purchases of shares will be made within guidelines set from time to time by the Board and will only be made in the market at prices below the prevailing NAV, and, in any event, not below a minimum price of 10 pence per share. The methodology for calculating the maximum price is stated in the resolution.

The authority for the Company to purchase its own ordinary shares will, by virtue of the Treasury Share Regulations 2003 and the Companies (Share Capital and Acquisition by a Company of its Own Shares) Regulations 2009, allow the Company to hold ordinary shares so purchased in treasury, which the Company may sometimes use as an alternative to immediate cancellation.

Any exercise by the Company of the authority to purchase shares will occur only when market conditions are appropriate. Purchases will be funded either by using available cash resources, debt or by selling investments.

This authority shall expire at the earlier of the conclusion of the AGM in 2026 or 30 March 2026, unless such authority has been renewed prior to such time.

Explanation of Notice of Annual General Meeting

(continued)

Notice period for general meetings (Resolution 14)

Resolution 14 is a special resolution that will give the Directors the ability to convene general meetings, other than annual general meetings, on a minimum of 14 clear days' notice. The minimum notice period for annual general meetings will remain at 21 clear days. The approval will be effective until the Company's AGM to be held in 2026, at which it is intended that renewal will be sought. The Company will have to offer facilities for all shareholders to vote by electronic means for any general meeting convened on 14 clear days' notice. The Directors will only call a general meeting on 14 clear days' notice where they consider it to be in the interests of shareholders to do so and the relevant matter is required to be dealt with expediently.

Baring Asset Management Limited 20 Old Bailey London EC4M 7BF Telephone: 020 7628 6000

(Authorised and regulated by the Financial Conduct Authority) www.barings.com

ISIN GB0032273343 Registered in England and Wales no: 02915887 Registered office as above.