Fidelity China Special Situations PLC — AGM Information 2011

Jul 29, 2011

Company No. 7133583

FIDELITY CHINA SPECIAL SITUATIONS PLC ("the Company")

Ordinary and Special resolutions of the members passed at the first Annual General Meeting duly convened and held at The Barbican Centre, Silk Street, London, EC2Y 8DS on Friday 29 July 2011 at 11 am

ORDINARY RESOLUTION

THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot relevant securities (as defined in that section) up to an aggregate nominal amount of £662,654 (approximately 10% of the aggregate nominal amount of the issued share capital of the Company as at 17 June 2011) such authority to expire at the conclusion of the next Annual General Meeting of the Company or the date 15 months after the passing of this resolution, whichever is the earlier, but so that this authority shall allow the Company to make offers or agreements before the expiry of this authority which would or might require relevant securities to be allotted after such expiry as if the authority conferred by this resolution had not expired.

SPECIAL RESOLUTION

THAT, subject to the passing of the Resolution set out above, the Directors be and they are hereby authorised, pursuant to Sections 570 - 573 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority given by the said Resolution as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited:

• a) to the allotment of equity securities in connection with a rights issue in favour of all holders of a class of relevant equity securities where the equity securities attributable respectively to the interests of all holders of securities of such class are either proportionate (as nearly as may be) to the respective numbers of relevant equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity securities (subject in either case to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise); and
• b) to the allotment (otherwise than pursuant to a rights issue) of equity securities up to an aggregate nominal amount of £662,654 (approximately 10% of the aggregate nominal amount of the issued share capital of the Company as at 17 June 2011); and
• c) to the allotment of equity securities at a price of not less than the net asset value per share and this power shall expire at the conclusion of the next Annual General Meeting of the Company or the date 15 months after the passing of this resolution,

whichever is the earlier, save that this authority shall allow the Company to make offers or agreements before the expiry of this authority, and the Directors may allot equity securities in relation to such an offer or agreement as if the authority conferred by this resolution had not expired.

SPECIAL RESOLUTION

THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693 of the Act) of shares of 1p each in the capital of the Company (the "shares") provided that:

• a) the maximum number of shares hereby authorised to be purchased shall be 99,331,900;
• b) the minimum price which may be paid for a share is 1p:
• c) the maximum price which may be paid for a share is an amount equal to 105% of the average of the middle market quotations for a share taken from the London Stock Exchange Official List for the five business days immediately preceding the day on which the share is purchased;
• d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company unless such authority is renewed prior to such time; and
• e) the Company may make a contract 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 expiration of such authority and may make a purchase of shares pursuant to any such contract.

For and on behalf of FIL Investments International - Secretary