Pre-Annual General Meeting Information • Dec 2, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO WEISS KOREA OPPORTUNITY FUND LTD. (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.
If you have sold or otherwise transferred all of your Shares, please send this document at once to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, this document should not be distributed, forwarded or transmitted in or into any jurisdiction if to do so would constitute a violation of applicable laws and regulations in such jurisdiction. If you have sold or otherwise transferred only part of your holding, you should retain this document.
(a closed-ended investment scheme incorporated and registered in Guernsey with limited liability under the Companies (Guernsey) Law 2008, as amended with registered number 56535)
Proposals for cancellation of trading of the Company's shares on AIM, voluntary winding-up of the Company and appointment of liquidators
This document should be read as a whole. Your attention is drawn, in particular, to the letter from the Chair of the Company, set out in Part I of this document, which contains the unanimous recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. Capitalised terms used in this document are defined on pages 11 to 12.
Notice of an Extraordinary General Meeting of the Company to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL at 10.00 a.m. on Thursday, 18 December 2025 is set out at the end of this document. Details of the actions you are recommended to take are set out on page 10 of this document.
Shareholders are encouraged to appoint a proxy to vote on the Resolutions being proposed at the Extraordinary General Meeting by one of the following methods:
In order for a proxy appointment to be valid, you must ensure that you have recorded proxy details using one of the methods set out above by 10.00 a.m. on 16 December 2025. The appointment of a proxy will not preclude a Shareholder from attending, speaking and voting in person at the Extraordinary General Meeting.
The Company is a registered closed-ended investment scheme which is registered by the Guernsey Financial Services Commission ("GFSC") under the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended and the Registered Collective Investment Scheme Rules and Guidance, 2021 made thereunder. Neither the GFSC nor the States of Guernsey take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the transaction referred to in this document. The responsibilities of Singer Capital Markets as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. Persons receiving this document should note that Singer Capital Markets will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person on the arrangements described in this document. Singer Capital Markets has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by it for the accuracy of any information or opinion contained in this document or for the omission of any information.
Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the Company's registered office from the date of this document. A copy of this document will also be available from the Company's website https://www.weisskoreaopportunityfund.com/.
Dated 28 November 2025
This document contains (or may contain) statements that are, or may be deemed to be, "forwardlooking statements". Forward-looking statements are based on current expectations and projections about future events and other matters that are not historical fact. These forward-looking statements are sometimes identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the words "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect", "may", "target", "project", "will", "could" or "should" or, in each case, their negative or other variations or words of similar meaning. These forward-looking statements include matters that are not historical facts and include statements that reflect the Directors' intentions, beliefs and current expectations.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Company's control. They are not guarantees of future performance and are based on one or more assumptions.
Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
Forward-looking statements contained in this document apply only as at the date of this document. Subject to any obligations under the AIM Rules, the Disclosure Guidance and Transparency Rules and MAR, or any other applicable law or regulation, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
| EXPECTED TIMETABLE | 5 |
|---|---|
| PART I LETTER FROM THE CHAIR | 6 |
| PART II DEFINITIONS | 11 |
| NOTICE OF EXTRAORDINARY GENERAL MEETING | 13 |
| Event | Date and Time(1) |
|---|---|
| Publication of this document | Friday, 28 November 2025 |
| Latest time and date for receipt of proxy appointments for the EGM |
10.00 a.m. on Tuesday, 16 December 2025 |
| Record date for entitlement to vote at the EGM | 6.00 p.m. on Tuesday, 16 December 2025 |
| Latest time and date for dealings in Shares prior to Cancellation |
close of business on Wednesday, 17 December 2025 |
| Suspension of Shares from trading on AIM | 7.30 a.m. on Thursday, 18 December 2025 |
| Extraordinary General Meeting | 10.00 a.m. on Thursday, 18 December 2025 |
| Announcement of results of EGM | Thursday, 18 December 2025 |
| Appointment of Liquidators(2) | Thursday, 18 December 2025 |
| Cancellation of admission to trading on AIM(2) |
7.00 a.m. on Friday, 19 December 2025 |
(1) All references in this document are to London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.
(2) Conditional on the passing of the Cancellation Resolution and the Liquidation Resolutions at the Extraordinary General Meeting.
(a closed-ended investment scheme incorporated and registered in Guernsey with limited liability under the Companies (Guernsey) Law 2008, as amended with registered number 56535)
Directors: Krishna Shanmuganathan (Non-Executive Chair) Gillian Yvonne Morris (Non-Executive Director) Wendy Dorey (Non-Executive Director)
Registered Office: PO Box 255 Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL
28 November 2025
Dear Shareholder,
As announced on 17 November 2025, in accordance with its Managed Wind-down process, the Company has now fully realised all of the assets in its investment portfolio, intends to return approximately GBP7,000,000 by way of a further compulsory redemption of Shares after close of business on 1 December 2025, and has commenced the process, subject to Shareholder approval, of cancelling the admission of its Shares to trading on AIM, and approving the appointment of liquidators.
Further to those announcements, I am now writing to you to provide further details of the proposed winding up of the Company. As part of the Proposals, Shareholders are also being asked to vote in favour of the cancellation of trading of the Shares on AIM (the "Cancellation"), which requires Shareholder approval pursuant to the AIM Rules.
This document sets out details of the Proposals and explains why the Directors consider the proposed liquidation and the other Proposals set out in this document to be in the best interests of the Company and Shareholders as a whole. All Shareholders are therefore encouraged to appoint a proxy by one of the methods set out in paragraph 4 of this Part I of this document as soon as possible.
Further details of the Proposals and the Resolutions which will be put to Shareholders at the Extraordinary General Meeting are set out below. The Notice of EGM is set out at the end of this document.
The Board unanimously recommends to Shareholders that they vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting.
On 27 February 2025, following extensive consultation with the Company's advisers and Shareholders evaluating the future strategy of the Company and conclusion of a strategic review, the Company announced its decision to proceed with a managed wind-down of the Company and its intention to carry out an orderly realisation of the Company's portfolio, with capital returned to Shareholders by way of compulsory redemptions of Shares. The Company completed the first and second compulsory redemption of Shares in July and October 2025 respectively, returning approximately GBP105,000,000 in aggregate, and as announced on 17 November 2025, intends to return a further GBP7,000,000. Payments of redemption monies are expected to be made on 15 December 2025.
In the context of where the Company's Managed Wind-down process has now reached, with all of the Company's investment portfolio now fully realised in an orderly manner, GBP105,000,000 already returned to Shareholders and a further GBP7,000,000 to be returned in December, the Board believes that the costs to Shareholders of continuing the Company in its current form and maintaining an AIM listing are now outweighed by the benefits of completing the Cancellation and the Company being wound up by the Liquidators. The Liquidation Resolutions are conditional on the passing of the Cancellation Resolution.
The cost savings achieved by the Proposals would be significant and would include (without limitation):
The Board estimates that the costs and expenses of the Proposals will amount to approximately £134,855, which includes the fees of the Liquidators and those of the Company's advisers (inclusive of VAT to the extent applicable). The Liquidators will retain the Liquidation Fund to pay the Company's known and contingent liabilities, costs of liquidation not already paid at the point of the commencement of the voluntary winding-up and an amount for unknown contingencies.
Once the Liquidators have satisfied the claims of creditors of the Company and paid the costs and expenses of the voluntary winding-up, the Liquidators may make a final distribution to Shareholders. Subject to the passing of Resolution 4 by Shareholders at the EGM, if any final distribution payable to any Shareholder (after deducting any applicable fees, costs or charges) is less than GBP5.00, it shall not be paid to the relevant Shareholder(s) but instead will be retained by the Company and paid to a registered charity or charities selected by the Board. If Resolution 4 is not passed by Shareholders at the EGM, such amount shall be paid to the relevant Shareholder(s). Further details on any final distribution due to Shareholders is set out in paragraph 3 of this Part I below.
The Proposals are comprised of the following principal elements:
Rule 41 of the AIM Rules requires an AIM company that wishes to cancel admission of its securities to trading on AIM to notify such intended cancellation to the public and separately to inform the London Stock Exchange of its preferred cancellation date. The rule also requires that, unless the London Stock Exchange otherwise agrees, the Cancellation must be conditional upon the consent of not less than 75 per cent. of votes cast by the Shareholders, given in a general meeting.
Subject to Shareholder approval at the Extraordinary General Meeting, it is expected that the admission of the Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on 19 December 2025. Once the Cancellation has occurred, Shareholders will not have the ability to transact in their Shares through any trading platform.
Shareholders should also be aware that trading in the Shares on AIM will be suspended from 7.30 a.m. on 18 December 2025, in advance of the EGM, as the Company would no longer be considered to be an appropriate company for AIM on the commencement of a liquidation process.
The Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult an appropriate professional adviser.
Upon cancellation of the Shares to trading on AIM, Singer Capital Markets will cease to be the Company's nominated adviser, Singer Capital Markets Securities Limited will cease to be the Company's broker and the Company will no longer be required to comply with the AIM Rules.
The Proposals involve the Company being placed into a voluntary winding-up and, subject to the passing of the Liquidation Resolutions by Shareholders at the Extraordinary General Meeting, the Company will be wound-up in accordance with section 391(1)(b) of the Companies Law. Shareholders should note that the Company is solvent and the voluntary winding-up is not an insolvent liquidation.
Conditionally on the passing of the Cancellation Resolution and the Liquidation Resolutions, Andrea Frances Alice Harris and Benjamin Alexander Rhodes of Grant Thornton Advisors Limited have agreed to act as the liquidators. The Liquidators will charge the Company on a time cost basis estimated at £20,000 plus disbursements of c.£1,000 provided that, in the event that the engagement of the Liquidators becomes more complex than anticipated, this amount will be greater on the basis of the additional work to be performed.
Pursuant to their engagement, the Liquidators have agreed to do all things necessary to facilitate the winding up of the Company, including without limitation:
From the passing of the Liquidation Resolutions and such resolutions becoming unconditional, the Directors' powers will cease and the Company will be controlled by the Liquidators.
Once the Liquidators have satisfied the claims of creditors of the Company and paid the costs and expense of the voluntary winding-up, the Liquidators may make a final distribution to Shareholders according to their respective rights and interests in the Company. This final distribution, if any, will not be made until the Liquidators have discharged the Company's liabilities and obtained tax clearance from the Guernsey Revenue Service to proceed with the conclusion of the Liquidation, following which the Liquidators may distribute any surplus to Shareholders in accordance with their respective rights.
The precise timing of this final distribution (if any) is uncertain and is likely to be a nominal amount per Share, but is expected to be paid within 6 months of the commencement of the voluntary winding-up.
The Liquidators will subsequently prepare a final account of winding-up which will be sent to Shareholders giving appropriate notice in accordance with the articles of incorporation of the Company of a general meeting of the Company at which the final account will be presented and an explanation given on it. After such final meeting, the Liquidators shall give notice to the Registrar of Companies in Guernsey (the "Registry") of the holding of the final meeting. The Registry shall publish the fact of this final meeting and on the expiration of three months beginning on the date of delivery of the notice to the Registry, the Company shall be dissolved.
If the Cancellation Resolution and the Liquidation Resolutions are passed by the requisite majorities, it is proposed that Krishna Shanmuganathan will resign as a Director. Gillian Yvonne Morris and Wendy Dorey will remain as Directors until the Company is finally wound up.
In addition, if the Cancellation and the Liquidation Resolutions are passed, the Investment Management Agreement will be terminated with effect from the appointment of the Liquidators and the commencement of the Company's voluntary winding-up. The Company intends to terminate the appointments of the Company's other service providers, in accordance with the terms of such appointments, other than the Registrar. Save for any accrued but unpaid fees payable in respect of the period up to and including the commencement of the voluntary winding-up, no compensation will be payable in connection with the termination of the Investment Management Agreement.
At the end of this document you will find the Notice of EGM, convening an extraordinary general meeting of the Company to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL at 10.00 a.m. on Thursday, 18 December 2025.
A summary of the action you should take is set out in the paragraph below.
The Resolutions seek the approval of Shareholders to:
The full text of the Resolutions to be proposed at the Extraordinary General Meeting is set out in the Notice of EGM at the end of this document. Resolutions 1, 2, 3 and 4 will be proposed as special resolutions and the passing of such Resolutions will require a 75 per cent. majority of the votes cast in person or by proxy and Resolutions 5 and 6 will be proposed as ordinary resolutions and the passing of such Resolutions will require a simple majority of the votes cast in person or by proxy. The Cancellation Resolution and the Liquidation Resolutions are inter-conditional, meaning that each of them will only take effect, and the Cancellation and Liquidation will only be implemented, if they are each approved by the requisite majority of Shareholders' votes at the EGM. The resolution authorising the Liquidators to donate de minimis final distribution amounts to a registered charity or charities is conditional on the passing of both the Cancellation Resolution and the Liquidation Resolutions.
A copy of the Notice of EGM is available for inspection on the Company's website, www.weisskoreaopportunityfund.com, and will be made available for inspection from the Company Secretary during normal business hours (Saturdays, Sundays and public holidays excepted) from the date of this document up to and including the date of the EGM and at the place of the EGM for at least 15 minutes before and during the EGM. The Company Secretary can be contacted at Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.
All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the EGM. Whether or not Shareholders intend to be present at the EGM, they are requested to appoint a proxy to vote on the Resolutions being proposed at the EGM and may do so:
In order for a proxy appointment to be valid, Shareholders must ensure that they have recorded proxy details using one of the methods set out above in accordance with the procedures set out in the notes to the Notice of EGM at the end of this document by 10.00 a.m. on 16 December 2025. The appointment of a proxy will not preclude a Shareholder from attending and voting in person at the EGM if they wish to do so.
The Board considers the Proposals and the Resolutions to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders vote in favour of the Resolutions to be proposed at the EGM, as they intend to do in respect of their own beneficial holdings which, as at 27 November 2025, being the latest practicable date prior to the publication of this document, amount in aggregate to 433 Shares, representing approximately 0.01 per cent. of the Company's existing issued share capital (excluding any Shares held in treasury).
As a result of the further compulsory redemption of Shares expected to complete after close of business on 1 December 2025, the Directors will own less Shares than as stated in this paragraph 5 such that the Directors intend to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting in respect of their beneficial holdings of Shares as at the date of the Extraordinary General Meeting.
Yours faithfully
Krishna Shanmuganathan Non-Executive Chair
The following definitions apply throughout this document unless the context requires otherwise:
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies setting out the rules and
responsibilities in relation to AIM companies published by the
London Stock Exchange, as amended from time to time
AIM Rules for Nominated
Advisers
the AIM Rules for Nominated Advisers setting out the eligibility, responsibilities and obligations of nominated advisers in relation to AIM companies published by the London Stock Exchange, as
amended from time to time
Board or Directors the directors of the Company
Cancellation the proposed cancellation of the admission of the Shares to
trading on AIM as described in the Chair's letter set out in Part I of
this document
Cancellation Resolution Resolution 1 to be proposed at the Extraordinary General Meeting
Companies Law the Companies (Guernsey) Law, 2008 (as amended)
Company Weiss Korea Opportunity Fund Ltd.
Company Secretary Northern Trust International Fund Administration Services
(Guernsey) Limited
CREST the facilities and procedures for the time being of the relevant
system of which Euroclear has been approved as operator
pursuant to the CREST Regulations
CREST Manual the compendium of documents entitled the "CREST Manual"
issued by Euroclear from time to time
CREST member a person who has been admitted by Euroclear as a system
member (as defined in the CREST Regulations)
CREST Proxy Instruction a CREST message properly authenticated in accordance with
Euroclear's specifications and containing the information required
for such instructions as described in the CREST Manual
CREST Regulations the Uncertificated Securities (Guernsey) Regulations 2009 (SI
2009 No. 48), as amended
Disclosure Guidance and
Transparency Rules
the Disclosure Guidance and Transparency Rules of the FCA, as
amended from time to time
Euroclear Euroclear UK & International Limited, the operator of CREST
Extraordinary General Meeting
or EGM
the extraordinary general meeting of the Company convened for 10.00 a.m. on Thursday, 18 December 2025 at the offices of Northern Trust International Fund Administration Services
(Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port,
Guernsey, GY1 3QL (or any adjournment thereof)
Financial Conduct Authority
or FCA
the Financial Conduct Authority of the United Kingdom including any replacement or substitute therefor, and any regulatory body or
person succeeding, in whole or in part, to the functions thereof
Form of Proxy a form of proxy for use by Shareholders in relation to voting at
the EGM
FSMA the Financial Services and Markets Act 2000, as amended from
time to time
GFSC the Guernsey Financial Services Commission
Investment Management
Agreement
the investment management agreement between the Company
and the Investment Manager dated 8 May 2013 as amended from
time to time
Investment Manager Weiss Asset Management LP
Liquidation the proposed winding-up of the Company as described in the
Chair's letter set out in Part I of this document
Liquidation Fund the cash to be retained by the Liquidators to pay the Company's
liabilities, the costs of the Liquidation and an additional retention
for contingencies
Liquidation Resolutions Resolutions 2, 3, 5 and 6 (inclusive) to be proposed at the
Extraordinary General Meeting
Liquidators Andrea Frances Alice Harris and Benjamin Alexander Rhodes of
Grant Thornton Advisors Limited
London Stock Exchange London Stock Exchange plc
Managed Wind-down the disposal of the Portfolio and return of capital to Shareholders
as described in the circular sent to Shareholders on 19 March
2025
MUFG Corporate Markets
or Registrar
MUFG Corporate Markets (Guernsey) Limited
Notice of Extraordinary General
Meeting or Notice of EGM
the notice of Extraordinary General Meeting set out at the end of
this document
Portfolio the Company's portfolio of investments from time to time
Proposals the Cancellation, the Liquidation, the proposed appointment of the
Liquidators, the grant of authority to the Liquidators to donate de minimis final distribution amounts to a registered charity or
charities and other matters as described in this document
Record Date 6.00 p.m. on Tuesday, 16 December 2025
Register the register of members of the Company
Regulatory Information Service a service authorised by the FCA to release regulatory
announcements to the London Stock Exchange
Resolutions the resolutions relating to the Proposals and set out in the Notice
of EGM
Shareholders holders of Shares
Shares redeemable ordinary shares of no par value in the capital of the
Company
Singer Capital Markets Singer Capital Markets Advisory LLP, the Company's nominated
adviser for the purposes of the AIM Rules
uncertificated form recorded in the Register as being held in uncertificated form in
CREST and title to which, by virtue of the CREST Regulations,
may be transferred by means of CREST
United Kingdom the United Kingdom of Great Britain and Northern Ireland.
(a closed-ended investment scheme incorporated and registered in Guernsey with limited liability under the Companies (Guernsey) Law 2008, as amended with registered number 56535)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Extraordinary General Meeting" or "EGM") of Weiss Korea Opportunity Fund Ltd. (the "Company") will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL at 10.00 a.m. on 18 December 2025 for the purpose of considering and, if thought fit, passing the following resolutions (each a "Resolution"), in the case of Resolutions 5 and 6 as ordinary resolutions and in the case of Resolutions 1, 2, 3 and 4, as special resolutions:
For the purpose of this Notice of EGM and the Resolutions set out in it, capitalised terms shall have the same meanings set out in the circular sent by the Company to its shareholders on 28 November 2025 of which it forms part.
By Order of the Board Registered office Northern Trust International Fund Administration Services (Guernsey) Limited
PO Box 255 Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL
28 November 2025


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