BARINGS EMERGING EMEA OPPORTUNITIES PLC — Proxy Solicitation & Information Statement 2016

Dec 15, 2016

BARINGS

Notice of General Meeting

Baring Emerging Europe PLC

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1

Notice of General Meeting

BARING EMERGING EUROPE PLC

(a company incorporated in England and Wales with registered number 4560726)

NOTICE IS HEREBY GIVEN that a general meeting of Baring Emerging Europe PLC (the “Company”) will be held at 155 Bishopsgate, London EC2M 3XY on 24 January 2017 at 3.00 pm (or as soon thereafter as the Annual General Meeting of the Company is concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as a special resolution:

Special Resolutions

1. THAT the proposed investment policy described in Part III of the circular of which the notice of this meeting forms part (the “Circular”) be approved and adopted as the investment policy of the Company in substitution for, and to the exclusion of, the Company’s existing investment policy with such substitution to take effect from the passing of this resolution.

2. THAT the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006 (the “Act”), to make one or more market purchases of the ordinary shares of 10 pence each in the capital of the Company (“Shares”) purchased by J.P. Morgan Securities plc under the tender offer (the “Tender Offer”) on the terms described in the Circular, provided that:

(a) the maximum aggregate number of Shares hereby authorised to be purchased is 1,585,936;

(b) the price which may be paid for any shares is the Tender Price (as defined in the Circular) (which shall be both the maximum and the minimum price for the purposes of section 701 of the Act);

(c) the authority hereby conferred shall expire at midnight on 31 December 2017;

(d) the Company may make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Shares in pursuance of any such contract or contracts;

(e) the aggregate nominal amount of any authority 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 Act) conferred by shareholders at the last annual general meeting of the Company shall be reduced by a proportion equal to the proportion of the total issued share capital of the Company (excluding any shares held in treasury) as is represented by the total number of Shares repurchased by the Company pursuant to the authority hereby conferred as at the date immediately prior to such repurchase;

(f) the aggregate nominal amount of any authority to allot equity securities, as defined in the Act, for cash under any general authority to allot equity shares referred to in paragraph (e) of this resolution and/or where the allotment is treated as an allotment of equity securities under section 560(3) of the Act, free from the restriction in section 561(1) of the Act, conferred by shareholders at the last annual general meeting of the Company shall be reduced by a proportion equal to the proportion of the total issued share capital of the Company (including any shares held in treasury) as is represented by the total number of Shares repurchased by the Company pursuant to the authority hereby conferred as at the date immediately prior to such repurchase;

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(g) the maximum number of shares referred to in any authority to make market purchases within the meaning of section 693(4) of the Act conferred by shareholders at the last annual general meeting of the Company shall be reduced by a proportion equal to the proportion of the total issued share capital of the Company (excluding any shares held in treasury) as is represented by the total number of Shares repurchased by the Company pursuant to the authority hereby conferred as at the date immediately prior to such repurchase (save that to the extent that such a reduction results in a fractional number, such number shall be rounded down to the nearest whole number of Shares), but any authority granted at the last annual general meeting of the Company shall otherwise continue in effect and shall not otherwise be affected by the passing of this resolution or used to any extent in implementing the Tender Offer; and

(h) any authorities conferred by shareholders at the last annual general meeting of the Company which are referred to in paragraphs (e), (f) and (g) of this resolution shall not be exercised prior to the completion of the Tender Offer or the Tender Offer being terminated or lapsing in accordance with its terms but shall, save as provided in the resolution, remain in full force and effect.

By order of the Board

Baring Emerging Europe PLC
Company Secretary

15 December 2016
Registered office:
155 Bishopsgate
London
EC2M 3XY
Registered in England and Wales with company no. 4560726

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Notes to the Notice of Meeting

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A form of proxy which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact the Company’s registrars, Capita Asset Services by telephone on 0871 664 0300 from within the UK or +44 371 664 0300 if telephoning from outside the UK between 9.00 a.m. and 5.30 p.m. Monday to Friday (excluding UK public holidays). Calls to the 0871 number cost 12 pence per minute (including VAT) plus your phone company’s access charge, calls outside the UK will be charged at the applicable international rate.

2. To be valid, any form of proxy or other instrument appointing a proxy must be received by post using the enclosed business reply envelope or (during normal business hours only) by hand at the offices of the Company’s registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by not less than 48 hours before the time of the meeting or any adjournment thereof. The Company requests that this form is completed and lodged with the Company’s registrar (at the address above) no later than 3.00 pm on 20 January 2017.

3. The return of a completed form of proxy, other such instrument or any CREST Proxy Instruction (as described in paragraph 9 below) will not prevent a shareholder attending the General Meeting and voting in person if he/she wishes to do so.

4. Any 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 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.

5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

6. To be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company as at close of business on 20 January 2017 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the General Meeting or any adjournment thereof.

7. As at 14 December 2016, (being the last practicable date prior to the publication of this document), the Company’s issued share capital consists of 15,859,364 ordinary shares carrying one vote each (excluding 3,318,207 Shares held in treasury by the Company in relation to which voting rights have been suspended). Therefore, the total number of voting rights in the Company as at 14 December 2016 is 15,859,364.

8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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.

3

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1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by not less than 48 hours before the time of the meeting or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’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. The Company requests that this form is completed and lodged with the Company’s registrar (at the address above) no later than 3.00 p.m. on Friday 20 January 2017.

2. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

3. 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.

4. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

5. In the case of joint holders of a Share, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by order in which the names appear in the register of members. A company which is a member can appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that they do not do so in relation to the same Shares.

6. Any member attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the General Meeting or 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 General Meeting that the question be answered.

7. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at http://www.bee-plc.com/.

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BARINGS

Baring Asset Management Limited
155 Bishopsgate
London EC2M 3XY
Telephone: 020 7628 6000
(Authorised and regulated by the Financial Conduct Authority)
www.barings.com
Registered in England and Wales no: 02915887
Registered office as above.