European Opportunities Trust — Proxy Solicitation & Information Statement 2015

Nov 10, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser.

If you were a Shareholder and have sold or otherwise transferred all your Shares, please send this document (but not any accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, neither this document nor any accompanying document(s) should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom where to do so may violate any legal or regulatory requirement. If you are an existing holder of Shares and you have sold or transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

JUPITER EUROPEAN OPPORTUNITIES TRUST PLC

(Incorporated in England and Wales with company no. 04056870 and registered as an investment company under section 833 of the Companies Act 2006)

Proposals to grant authority to allot up to approximately

10.8 million Shares (10% of the current issued share capital)

on a non-pre-emptive basis

and

Notice of General Meeting

Notice of a General Meeting to be held at 1 Grosvenor Place, London SW1X 7JJ at 9.30 a.m. on 3 December 2015 is set out at the end of this document. The proposals described in this document are conditional upon Shareholder approval of the Resolution at the General Meeting.

Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and, in any event, so as to arrive by no later than 9.30 a.m. on 1 December 2015.

The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Neither this document nor any copy of it may be distributed directly or indirectly to any persons with addresses in the United States, Canada, Australia, the Republic of South Africa or Japan, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement.

TABLE OF CONTENTS

PART 1 – LETTER FROM THE CHAIRMAN 3
PART 2 –- DEFINITIONS 6
NOTICE OF GENERAL MEETING 7

PART 1 – LETTER FROM THE CHAIRMAN

JUPITER EUROPEAN OPPORTUNITIES TRUST PLC

(Incorporated in England and Wales with company no. 04056870 and registered as an investment company under section 833 of the Companies Act 2006)

H M Priestley (Non-Executive Chairman) 1 Grosvenor Place P E F Best (Non-Executive Director) London SW1X 7JJ A F C Darwall (Non-Executive Director) The Rt. Hon. Lord Lamont of Lerwick (Non-Executive Director) A L Sutch (Non-Executive Director) J D A Wallinger (Non-Executive Director)

Directors Registered Office

10 November 2015

Dear Shareholder

1. Introduction

On 3 November 2015 your Board announced the results of the Annual General Meeting of the Company held that day. At the AGM, the Board withdrew from consideration by the meeting a special resolution that was to seek the disapplication of pre-emption rights in respect of the issue of new Shares. Proxy votes received in advance of the AGM indicated that the resolution would not be passed, as announced on 2 November 2015.

This means that the Company's current Placing Programme is suspended until such time as Shareholders grant the Board authority to issue further Shares on a non-pre-emptive basis.

Accordingly, your Board today announced that a General Meeting is being convened at which the disapplication of pre-emption rights in respect of 10% of the Company's issued share capital (approximately 10.87 million Shares) will be sought. If the Resolution is passed then the Company's Placing Programme will be reinstated. The purpose of this document is to provide Shareholders with details of the proposed Resolution and to set out the reasons why the Directors are recommending that Shareholders vote in favour of the Resolution at the General Meeting.

2. Background to and reasons for the Resolution

The Directors may only allot Shares for cash or sell Shares held in treasury other than by way of offer to all existing Shareholders pro rata to their shareholdings if they are authorised to do so by Shareholders in general meeting. The Resolution seeks authority for the Directors to allot Shares for cash or to sell Shares held in treasury up to a nominal amount of £108,750.33 without first offering them to existing Shareholders. This sum represents 10,875,033 Shares, being equivalent to 10% of the issued share capital of the Company as at the date of this document.

As I explained above, the Resolution is being proposed because the Board believed that a similar resolution to be proposed at the Annual General Meeting would not be passed based on the proxy votes received prior to the AGM. That resolution sought to disapply statutory pre-emption rights otherwise applicable to the allotment of up to 35,825,110 Shares, which represented one third of the issued share capital of the Company as at the date of the notice convening the AGM. This was in line with the authority granted at annual general meetings of the Company in recent years. The proxy voting guidelines for the UK and Ireland published by Institutional Shareholder Services (ISS), a corporate governance body, on 7 January 2015 recommend shareholders of investment companies to vote in favour of a resolution to authorise the issuance of equity unless the routine authority to disapply pre-emption rights exceeds 10% of the issued share capital in any one year where there is a commitment that any issuance will be at or above net asset value. A greater number of the Company's institutional shareholders and wealth managers now look to comply with the guidance published by ISS when considering their voting position at annual general meetings and general meetings. The lower authority being sought by the new Resolution is intended to be compliant with such guidance.

In the light of the continuing demand for shares and having regard to the benefits of enlarging the Company, the Directors are seeking this authority to issue further Shares on a non-pre-emptive basis should conditions warrant such allotments, which may be pursuant to the Company's current Placing Programme. In accordance with the Company's existing practice, any new Shares would only be issued at a premium to their estimated NAV per Share at the time of the issue pursuant to such authority. Notwithstanding recent issues, the Shares have predominantly traded at a premium to their NAV per Share. As at the close of business on 9 November 2015 the Shares were trading at a premium of 0.44% to NAV per Share.

The Resolution that will be put to Shareholders at the General Meeting is to disapply statutory preemption rights otherwise applicable to the allotment of up to 10,875,033 Shares for cash such that new Shares do not first have to be offered to Shareholders in proportion to their holdings of Shares. The authority conferred by the Resolution, if passed, will lapse at the conclusion of the next annual general meeting of the Company after the passing of the Resolution.

The Directors intend to use this authority when they consider that it is the best interests of Shareholders to do so and to satisfy continuing demand for the Shares. As with the Shares issued to date, the new Shares will be issued (or sold if held in treasury) only at prices greater than the prevailing NAV per Share and therefore will be accretive to the NAV per Share.

If this authority is exhausted before the Company's next annual general meeting, expected to be held during November 2016, the Directors may seek shareholder authority to issue further Shares on a nonpre-emptive basis pursuant to the Placing Programme.

3. General Meeting

The Resolution requires the approval by Shareholders at the General Meeting of the Company which has been convened for 9.30 a.m. on 3 December 2015 to be held at 1 Grosvenor Place, London SW1X 7JJ.

The Resolution will be proposed as a special resolution. A special resolution requires a majority of at least 75% of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.

In accordance with the Articles, all Shareholders entitled to vote and present in person or by proxy at the General Meeting shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two or more Shareholders to be present in person or by proxy (or, if a corporation, by representative).

The formal notice convening the General Meeting is set out on pages 7 to 8 of this document.

4. Action to be taken

Shareholders will find enclosed with this document a personalised Form of Proxy for use at the General Meeting.

Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrar, Capita Asset Services at PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, or deliver it by hand during office hours only to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and, in any event, so as to arrive by no later than 9.30 a.m. on 1 December 2015.

Shareholders are requested to complete and return a Form of Proxy whether or not they wish to attend the General Meeting. The return of a Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person should they so wish.

Should you have any queries about these proposals please contact Richard Pavry, the head of investment trusts at our investment advisers, Jupiter Asset Management Limited. Richard's email address is investmentcompanies@jupiteram.com and his telephone number is 020 3817 1496.

5. Recommendation

The Board considers that the passing of the Resolution is in the best interests of the Company and its Shareholders as a whole. Accordingly the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

The Directors intend to vote in favour of the Resolution in respect of their holdings of Shares amounting to 4,502,660 Shares in aggregate (representing approximately 4.14% of the issued share capital of the Company as at 9 November 2015 (being the latest practicable date prior to the publication of this document)).

Yours faithfully

Hugh Priestley

Chairman

PART 2 – DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Annual General Meeting" or "AGM"	the Annual General Meeting of the Company held on 3 November 2015
"certificated" or "in certificated form" not in uncertificated form
"Company"	Jupiter European Opportunities Trust PLC
"CREST"	the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No 2001/3755), as amended
"Directors" or "Board"	the directors of the Company, whose names appear on page 3 of this document
"Euroclear"	Euroclear UK & Ireland Limited
"Form of Proxy"	the personalised form of proxy accompanying this document for use at the General Meeting
"General Meeting"	the general meeting of the Company convened for 9.30 a.m. on 3 December 2015
"London Stock Exchange"	London Stock Exchange plc
"NAV per Share"	the Net Asset Value divided by the number of Shares in issue on the relevant date of calculation (excluding any Shares held in treasury)
"Net Asset Value"	the value of the assets of the Company less its liabilities, determined in accordance with the accounting principles adopted by the Company from time to time and the Articles
"Placing Programme"	the programme of placings of Shares as described in the prospectus of the Company dated 9 April 2015
"Register"	the register of members of the Company
"Resolution"	the special resolution to be proposed at the General Meeting
"Shareholders"	holders of Shares
"Shares"	ordinary shares of nominal value 1 pence each in the capital of the Company
"uncertificated" or "in uncertificated form"	a Share recorded on 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" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

NOTICE OF GENERAL MEETING

JUPITER EUROPEAN OPPORTUNITIES TRUST PLC

(Incorporated in England and Wales with company no. 04056870 and registered as an investment company under section 833 of the Companies Act 2006)

Notice is hereby given that a general meeting of Jupiter European Opportunities Trust PLC (the "Company") will be held at 1 Grosvenor Place, London SW1X 7JJ at 9.30 a.m. on 3 December 2015 to consider and, if thought fit, approve the following resolution, which will be proposed as a special resolution:

SPECIAL RESOLUTION

That the directors of the Company be and are hereby granted power pursuant to section 570 and/or section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by resolution 13 passed at the annual general meeting of the Company held on 3 November 2015 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

• (a) the allotment of equity securities up to an aggregate nominal amount of £108,750.33; and
• (b) in addition to the authority referred to in (a) above, in connection with an offer of equity securities by way of a rights issue or open offer to ordinary shareholders in proportion as nearly as may be practicable to their existing holdings subject to such limits or restrictions or other arrangements as the directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws or requirements of, any territory or the requirements of any regulatory body or stock exchange or any other matter,

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 an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the authority hereby conferred had not expired.

By order of the Board 10 November 2015

Jupiter Asset Management Limited Registered Office Company Secretary 1 Grosvenor Place

London SW1X 7JJ

Notes:

• 1 A member entitled to attend and vote at the General Meeting may appoint a proxy or proxies to attend, speak and vote instead of him or her. A proxy need not be a member of the Company. A Form of Proxy is enclosed which, if used, must be lodged at the Company's Registrars, Capita Asset Services, at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF not less than 48 hours before the General Meeting (ignoring any part of a day that is not a working day). To appoint more than one proxy you may photocopy the Form of Proxy. You may appoint a person other than the Chairman as your proxy. Please indicate the proxy holder's name and the number of Shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of Shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

• 2 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that to be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), members must be entered on the Company's Register at 6.00pm on 1 December 2015. If the meeting is adjourned then, to be so entitled, Members must be entered on the Company's Register at the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.

• 3 As at 9 November 2015 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consisted of 108,750,331 Shares, carrying one vote each. The Company holds no shares in treasury. Therefore, the total voting rights in the Company as at 9 November 2015 were 108,750,331 votes.

• 4 The vote 'Withheld' is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Withheld' vote is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 5 The completion and return of the Form of Proxy will not preclude a Member from attending the General Meeting and voting in person.
• 6 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof 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 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 using the CREST service 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, regardless of whether it constitutes the appointment of a proxy or 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 Company's agent ID (RA10) by the latest time(s) for receipt of proxy appointments specified in this notice of general meeting. 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 member 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.

• 7 Any person to whom this notice of general meeting 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.
• 8 Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with section 323 of the Companies Act 2006. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporate member) the same powers as the corporate member could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
• 9 Members have a right under section 319A of the Companies Act 2006 to require the Company to answer any question raised by a member at the General Meeting, which relates to the business being dealt with at the meeting, although no answer need be given: (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) it is undesirable in the best interests of the Company or the good order of the meeting.
• 10 A copy of this notice of general meeting and other information required by section 311A of the Companies Act 2006, can be found at www.jupiteram.com/JEO.

Form of Proxy

				I/We
				of (address)

................................................................................................................................................................... being a member of JUPITER EUROPEAN OPPORTUNITIES TRUST PLC hereby appoint the Chairman of the meeting or failing him:

................................................................................................................................................................... as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at 9.30 a.m. on 3 December 2015 and at any adjournment thereof.

I/We direct my/our proxy to vote on the resolution as set out in the Notice convening the General Meeting as follows:

	FOR	AGAINST	WITHHELD
1. To authorise the directors to disapply pre-emption rights
Dated 2015
Signature Print Name

Notes:

✂

• 1. Please indicate how you wish your votes to be cast on a poll in respect of the resolution to be proposed at the said meeting. If you do not indicate how you wish your proxy to use your votes, the proxy will exercise his discretion both as to how he votes and as to whether or not he abstains from voting. Your proxy will have the authority to vote at his discretion on any amendment or other motion proposed at the meeting, including any motion to adjourn the meeting. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. If you prefer to appoint some other person or persons as your proxy, strike out the words 'the Chairman of the Meeting, or failing him' and insert in the blank space the name or names preferred and initial the alteration. A proxy need not be a member of the Company. Completion of a form of proxy will not preclude a member from attending and voting in person.
• 1. In the case of joint holders, the signature of the holder whose name stands first in the relevant register of members will suffice as the vote of such holder and shall be accepted to the exclusion of the votes of the other joint holders. The names of all joint holders should, however, be shown.
• 1. If a member is a corporation, this form must be executed either under its common seal or under the hand of an officer or agent duly authorised in writing. In the case of an individual the proxy must be signed by the appointer or his agent, duly authorised in writing.
• 1. This form of proxy has been sent to you by post. It may be returned in the pre-paid business reply envelope provided, or by post to the Company's Registrars, Capita Asset Services, at PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, or courier or by hand to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. CREST members should use the CREST electronic proxy appointment service and refer to Note 6 in the Notes to the Notice of General Meeting on page 8 in relation to the submission of a proxy appointment via CREST.
• 1. In each case the proxy appointment must be received not less than 48 hours before the time for the holding of the meeting or adjourned meeting (ignoring any part of a day that is not a working day) together (except in the case of appointments made electronically) with any authority (or a notarially certified copy of such authority) under which it is signed.

Form of Direction

For use only by participants in the Jupiter Investment Companies Savings Scheme and ISA
For use by shareholders of the Company through the Jupiter Investment Companies Savings Scheme and/or the Jupiter Investment Companies ISA (each a 'Scheme') at the General Meeting of the Company to be held at 9.30 a.m. on 3 December 2015.
With reference to the General Meeting and at any adjournment thereof, I/we
as a participant in a Scheme(s), hereby advise Nortrust Nominees Limited (as the registered shareholder) that (please insert an 'X' in the appropriate box).
A I/We wish the votes attaching to the ordinary shares owned by me under the Scheme(s) to be exercised on the resolution to be put to the meeting as follows:
		FOR	AGAINST	WITHHELD
rights	1. To authorise the directors to disapply pre-emption
B	I wish to attend the above meeting and I hereby request you		NO	YES
	to appoint me as your corporate representative in respect of my shareholding owned by me under the Scheme(s) to enable me to attend and to vote in all circumstances at the meeting (see Note 2 below).
	Dated 2015
Signature Print Name

Notes: 1. Please indicate with an 'X' in the appropriate boxes how you direct the registered holder to vote. If no directions are given Jupiter Asset Management Limited (the 'Plan Manager') shall have absolute discretion to instruct the registered holder to enable it to attend, vote, abstain or not vote in respect of some or all of your ordinary shares held within the Savings Scheme/ISA. It is the Plan Manager's current intention to

instruct the registered holder to vote in favour of the resolution.

✂

• 1. If you select option 'B' above, arrangements will be made for you to attend the Meeting as corporate representative of Nortrust Nominees Limited. As a corporate representative of Nortrust Nominees Limited you will be entitled to speak at the meeting and to vote on both a show of hands and a poll. Unless you are appointed as a corporate representative of Nortrust Nominees Limited, as you are not a registered shareholder in the Company, you will not be able to attend and vote at the Meeting or any adjournment thereof.
• 1. If you have executed a power of attorney over your investment, please arrange for this Form of Direction to be signed by the attorney. The power of attorney (or a certified copy thereof) should be sent together with this Form of Direction to Jupiter Asset Management Limited at the address shown overleaf. No other signatures are acceptable.
• 1. In the case of joint participants in the Jupiter Investment Companies Savings Scheme, this Form of Direction must be signed by all joint participants even though only the name standing first in the Scheme records should be stated in block capitals below. More than one joint participant may attend the Meeting but, on a poll, only one participant wishes to attend the Meeting, their votes may be cast by the participant(s) by selecting section 'A' above and signing and returning this Form of Direction. It is not possible to hold shares in the Jupiter Investment Companies ISA in joint names.
• 1. For this Form of Direction to be effective it must be duly completed (by placing an 'X' in either Box A or Box B and placing an 'X' either in the box 'For', 'Against' or 'Withheld' next to the resolution) and returned in the pre-paid business reply envelope provided, or by post or courier or by hand so as to be received by Jupiter Asset Management Limited by no later than 9.30 a.m. on 30 November 2015.