Fidelity Special Values PLC — Share Issue/Capital Change 2011

Dec 15, 2011

FIDELITY SPECIAL VALUES PLC Company No. 2972628 ("the Company")

Resolutions of the members passed at the Annual General Meeting duly convened and held at 25 Cannon Street, London EC4M 5TA on 15 December 2011 at 11.00 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 nowers of the Company to allot relevant securities (as defined in that section) up to an aggregate nominal amount of £1,405,472 (approximately $10\%$ of the aggregate nominal amount of the issued share capital of the Company as at 4 November 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 RESOLUTIONS

THAT, subject to the passing of the above resolution, 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) pursuant to the authority given by the said Resolution above as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited:

• to the allotment of equity securities in connection with a rights issue in favour of all a) 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
• to the allotment (otherwise than pursuant to a rights issue) of equity securities up to $_b$ an aggregate nominal amount of $£1,405,472$ (approximately 10% of the aggregate nominal amount of the issued share capital of the Company as at 4 November 2011); and
• to the allotment of equity securities at a price of not less than the net asset value per $\mathbf{c}$ 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.

THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 693 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693 of the Act) of shares of 25p each in the capital of the Company (the "shares") provided that:

• the maximum number of shares hereby authorised to be purchased shall be $a)$ 8,427,212;
• the minimum price which may be paid for a share is 25p; $b)$
• the maximum price which may be paid for a share is an amount equal to 105% of the $\mathbf{c}$ 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;
• the authority hereby conferred shall expire at the conclusion of the next Annual $d)$ General Meeting of the Company unless such authority is renewed prior to such time; and
• the Company may make a contract to purchase shares under the authority hereby $e)$ 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.

Reben LButyword

Rebecca Burtonwood For and on behalf of FIL Investments International Secretary