BARINGS EMERGING EMEA OPPORTUNITIES PLC — Proxy Solicitation & Information Statement 2018

Nov 23, 2018

BARINGS

Notice of Annual General Meeting

Extracted from Annual Report & Audited Financial Statements for the year ended 30 September 2018

Baring Emerging Europe PLC

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Baring Emerging Europe PLC
Annual Report 2018

Notice of Annual General Meeting

THIS SECTION 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, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares and, as a result, no longer hold any shares in the Company, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

An explanation of the business to be transacted at the Annual General Meeting convened by this notice is set out on pages 79 and 80.

Notice is hereby given that the Annual General Meeting (the "Meeting") of the Company will be held at 20 Old Bailey, London EC4M 7BF on Thursday, 10 January 2019, at 2.30pm to consider and, if thought fit, pass the following resolutions, of which numbers 1 to 10 will be proposed as ordinary resolutions, and numbers 11 to 13 as special resolutions:

Ordinary Resolutions

1. To receive and adopt the Directors' Report and audited Accounts for the year ended 30 September 2018.
2. To receive and approve the Directors' Remuneration Report for the year ended 30 September 2018.
3. To approve a final dividend for the year ended 30 September 2018 in the sum of 20 pence per ordinary share.
4. To re-elect Frances Daley as a Director of the Company.
5. To re-elect Nadya Wells as a Director of the Company.
6. To re-elect Calum Thomson as a Director of the Company.
7. To elect Christopher Granville as a Director of the Company.
8. To re-appoint KPMG LLP as Auditor to the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the Accounts are laid before shareholders.
9. To authorise the Audit Committee to determine the remuneration of the Auditor of the Company.
10. Authority to allot ordinary shares

THAT, in substitution for any existing authority, the Directors of the Company 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 £65,137.88, (being approximately 5% of the issued share capital of the Company as at 21 November 2018 being the latest practicable date prior to the publication of this notice of meeting, excluding shares held in treasury at that date) PROVIDED THAT this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make one or more offers or agreements which would or might require relevant securities to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot relevant securities 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

1. Authority to disapply pre-emption rights on allotment of ordinary shares

THAT subject to the passing of resolution 10 above, the Directors be and are hereby empowered pursuant to Section 570 of the Act to allot equity securities (as defined within Section 560 of the Act) for cash under the authority given by that resolution and/or where the allotment is treated as an allotment of equity securities under Section 560(3) of the Act, free of the restriction in Section 561(1) of the Act, such power to be limited:

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Baring Emerging Europe PLC
Annual Report 2018
3

Notice of Annual General Meeting (continued)

(a) to the allotment of equity securities in connection with an offer of equity securities to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings, and so that the Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) in the case of the authority granted under resolution 10 of the Notice and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under Section 560(3) of the Act, to the allotment or such transfer (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of £65,137.88;

such power to apply until the earlier of the conclusion of the annual general meeting of the Company in 2020 or 10 July 2020, but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the power ends and the Board may allot equity securities under any such offer or agreement as if the power had not ended.

12. Authority to repurchase the Company's shares

THAT, the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of 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") provided that:

(a) the maximum number of shares hereby authorised to be purchased shall be 1,952,833 (being approximately 14.99% of the issued share capital of the Company as at 21 November 2018 being the latest practicable date prior to the publication of this notice of meeting, excluding shares held in treasury);

(b) the minimum price (exclusive of any expenses) which may be paid for a share is 10 pence;

(c) the maximum price (exclusive of any expenses) which may be paid for a share is an amount equal to the highest of:

(i) 105% of the average of the middle market quotations for a share taken from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the share is purchased; or

(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;

(d) the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2020 or 10 July 2020, unless such authority is renewed prior to such time;

(e) the Company may make a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority which will be or may be executed wholly or partly after the expiration of such authority and may make a purchase of shares pursuant to any such contract; and

(f) all shares purchased pursuant to the said authority shall be either:

(i) cancelled immediately upon completion of the purchase; or

(ii) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

13. Authority to hold general meetings

THAT a general meeting (other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Link Company Matters Limited
Secretary
22 November 2018

Registered Office:
Beaufort House
51 New North Road
Exeter, Devon, EX4 4EP

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Baring Emerging Europe PLC
Annual Report 2018

Notes to the Notice of Annual General Meeting

1. A shareholder entitled to attend this meeting may attend the Meeting in person or may appoint one or more persons as his/her proxy to attend, speak and/or vote on his/her 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. A form of proxy is provided with this notice. The appointment of a proxy will not prevent a shareholder from attending the Meeting and voting in person if he/she so wishes. 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 and, where 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).

2. Only those shareholders registered on the Register of Members of the Company by close of business on 8 January 2019 (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. To be valid, a form of proxy, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof, should be lodged at the office of the Company's Registrar, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, not later than 48 hours before the time of the meeting, or any adjournment thereof. The termination of the authority of a person to act as proxy must be notified to the Company in writing. Amended instructions must be received by the Company's Registrar by the deadline for receipt of proxies.

2. 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 member and, where applicable, their CREST sponsors

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Baring Emerging Europe PLC
Annual Report 2018
5

Notes to the Notice of Annual General Meeting (continued)

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. 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.

2. 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 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.

3. 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.

4. 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: (i) interfere unduly with the preparation for the Meeting, or (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.

2. As at 21 November 2018, the Company's issued voting share capital and total voting rights amounted to 16,345,783 ordinary shares each carrying one vote each, of which 3,318,207 shares are held in treasury.

3. 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 his appointment, such as a certified copy of a board resolution of, 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 on 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.

4. Shareholders should note that it is possible 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

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Baring Emerging Europe PLC
Annual Report 2018

Notes to the Notice of Annual General Meeting (continued)

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 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

1. The Annual Report incorporating this notice of Annual General Meeting, the total number of shares in the Company, the total of the 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.bee-plc.com.

2. 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 (weekends and public holidays excluded) from the date of this notice until the conclusion of the Annual General Meeting and on the date of the Annual General Meeting at Beaufort House, 51 New North Road, Exeter EX4 4EP. Copies will also be available for inspection at the Annual General Meeting for 15 minutes prior to the Meeting and throughout the Meeting

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Baring Emerging Europe PLC
Annual Report 2018
7

Explanation of Notice of Annual General Meeting

THIS SECTION 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, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

The AGM will be held on Thursday, 10 January 2019 at 2.30pm. The formal notice of the AGM is set out above. Separate resolutions are proposed for each substantive issue. Resolutions relating to the following items of special business will be proposed at the AGM, for which shareholder approval is required in order to comply with the Companies Act 2006.

Election of Christopher Granville as a Director (Resolution 7)

Please see below for Christopher Granville's biography.

Formerly a British diplomat in the Political Section of the British Embassy in Moscow, Christopher is a Board Director and Managing Director of TS Lombard, an independent investment research provider formed in 2016 through the merger between Lombard Street Research, a global macroeconomic research and forecasting firm founded in the 1980s, with Trusted Sources, a research firm specialising in emerging markets that Christopher co-founded in 2006.

Previously, Christopher 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. In several surveys of fund managers conducted during this period by Institutional Investor and Thomson Extel, he was ranked No. 1 EMEA Strategist and/or Analyst on Russia. Christopher joined UFG from Fleming-UCB, where since 1995 he had held the position of managing director and head of research.

Christopher Granville is a member of the Board of Directors of EOS AB and a member of the Investment Committee of Olma Private Equity Fund.

He holds a Master's degree in modern history and modern languages from Oxford University and was a fellow of All Souls College, Oxford.

Authorities to allot shares and to disapply pre-emption rights (Resolutions 10 and 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 £65,137.88 (representing 651,378 ordinary shares of 10 pence each). This amount represents approximately 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 21 November 2018, being the latest practicable date prior to publication of the notice of meeting on pages 74 and 75 (the "Notice"). As at the date of the Notice, 3,318,207 ordinary shares are held by the Company in treasury.

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.

Resolution 11 would, if passed, give the Board the authority to allot shares (or sell any shares held in treasury) for cash on a non-preemptive basis up to an aggregate amount of £65,137.88. This amount represents 651,378 shares and is approximately 5% of the total share capital of the Company in issue (excluding treasury shares) as at 21 November 2018, being the latest practicable date prior to publication of the Notice. This will enable the Company to issue new shares (or to sell treasury shares) to investors when the Directors consider that it is in the best interests of shareholders to do so. This power will not be utilised when it would result in any dilution of the net asset value per ordinary share.

In respect of this amount, the Board confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period. The Principles provide that usage in excess of 7.5% of share capital should not take place without prior consultation with shareholders.

The full text of the resolutions is set out in the Notice.

If Resolutions 10 and 11 are approved, the authorities will expire at the conclusion of the AGM in 2020.

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Baring Emerging Europe PLC
Annual Report 2018

Explanation of Notice of Annual General Meeting (continued)

Authority to purchase own shares (Resolution 12)

At the AGM held on 16 January 2018, shareholders renewed the Director's authority to buyback up to 14.99% of the Company's ordinary shares. Pursuant to this authority, a total of 893,935 shares were purchased and cancelled during the year under review. This represented 6.8% of the issued share capital at 30 September 2018. The total cost amounted to £6.578,000. 107,468 further shares have been brought back since the Company's year-end.

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 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, equivalent to 1,952,833 ordinary shares as at 21 November 2018, being the latest practicable date prior to publication of the Notice. Under the Listing Rules of the Financial Conduct Authority, this is the maximum percentage of its equity share capital that a company may purchase through the market pursuant to such authority.

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 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, 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 2020 or 10 July 2020, unless such authority has been renewed prior to such time.

Notice period for general meetings (Resolution 13)

Resolution 13 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 2020, 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 days' notice. The Directors will only call a general meeting on 14 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 expeditiously.

The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Board unanimously recommends that you vote in favour of them.

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Baring Emerging Europe PLC
Annual Report 2018
9

Location Map for Annual General Meeting

Financial Calendar*

	Date
Annual general meeting for 2018	10 January 2019
Announcement of interim results	May
Announcement of final results	November
Interim dividend	May
Annual dividend	November

*These dates are provisional and subject to change.

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BARINGS

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