NOTICE OF PASSING OF RESOLUTION
FIDELITY EMERGING MARKETS LIMITED
(a non-cellular company incorporated in Guernsey with registered number CMP20790) (the "Company")
Notice is hereby given that at the extraordinary general meeting of the Company, duly convened and held at the offices of J.P. Morgan Administration Services (Guernsey) Limited, Level 3, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ on 24 October 2025 at 9.00 a.m., the following resolution was passed as a special resolution:
SPECIAL RESOLUTION
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- THAT, without prejudice and in addition to any subsisting authority conferred on the Company to make market purchases (as defined in The Companies (Guernsey) Law 2008, as amended (the "Law")), the Company be and is hereby generally and unconditionally authorised in accordance with the Law, to make market purchases of its participating redeemable preference shares of no par value (the "Shares") from Strathclyde Pension Fund (administered by Glasgow City Council) and/or its nominee(s) pursuant to the Repurchase (as defined in the circular of the Company dated 29 September 2025 (the "Circular")), PROVIDED THAT:
- (i) the maximum number of Shares hereby authorised to be purchased shall be 16,441,177 Shares;
- (ii) the price which may be paid for a Share (excluding any associated expenses) shall be an amount equal to the Company's prevailing (cum income) net asset value per Share, with borrowings at market value, as at the close of business on the Calculation Date (as defined in the Circular) less a discount of 14 per cent., all as calculated on the basis set out in the Repurchase Agreement (as defined in the Circular);
- (iii) the authority hereby conferred will expire on 31 December 2025 (unless such authority is renewed prior to such date) save that the Company may, prior to such expiry, enter into a contract to purchase Shares under such authority which will or might be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract; and
- (iv) such purchases shall otherwise be made in accordance with the terms of the Repurchase Agreement (as defined in the Circular).
Chair of the Extraordinary General Meeting
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Date: 24 October 2025