UTILICO EMERGING MARKETS TRUST PLC — AGM Information 2012

Oct 9, 2012

UTILICO EMERGING MARKETS LIMITED

Bermuda Registered Company No 36941

Resolutions of Utilico Emerging Markets Limited

Passed 18 September 2012

At an Annual General Meeting of the above-named Company, duly convened and held on 18 September 2012, the following resolutions were duly passed as Special Business, namely:

ORDINARY RESOLUTION

1. "That in substitution for the Company's existing authority to make market purchases of ordinary shares of 10p in the Company ("Ordinary Shares"), the Directors be generally and unconditionally authorised to make market purchases of Ordinary Shares, provided that:

(a) the maximum aggregate number of Shares hereby authorised to be purchased is 14.99% of the issued Ordinary Shares as at the date of this notice, being 32,307,766; (b) the maximum price which may be paid for an Ordinary Share is the lower of:

(i) the amount determined by the rules of the UK Listing Authority at the time of purchase (which currently set a maximum equal to 5 per cent above the average of the market value for an ordinary share taken from the Official List of the UK Listing Authority for the five business days immediately preceding the date of purchase, the price of the last independent trade, and the highest current bid on the trading venues where the purchase is carried out) and

(ii) the net asset value per Ordinary Share on the date determined by the Directors, being not more than 10 days before the date of purchase:

(c) the maximum price payable referred to in paragraph (b) above is exclusive of any expenses payable by the Company in connection with such purchase;

(d) such purchases shall be made in accordance with the Bermuda Companies Act; (e) the authority to purchase Ordinary Shares conferred hereby shall expire on the date that is 15 months after the passing of this resolution unless it is varied, revoked or renewed prior to such time by the Company in general meeting by ordinary resolution; and

(f) the Company may enter into any contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed or executed wholly or partly after the expiration of such authority."

SPECIAL RESOLUTION

1. "That, the Company may issue Relevant Securities (as defined in the Bye-Laws) representing up to 21,552,870 Ordinary Shares, equivalent to approximately 10 per cent. of the total number of Ordinary Shares in issue as at the date of this notice. provided that such disapplication shall expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting by Special Resolution (as defined in the Bye-Laws)) at the earlier of the conclusion of the annual general meeting to be held in 2013 or 18 months from the date of this resolution but so that this power shall enable the Company to make such offers or agreements before such expiry which would or might otherwise require Relevant Securities to be issued after such expiry and the Directors may issue Relevant Securities in pursuance of such offer or agreement as if such expiry had not occurred."

CERTIFIED A TRUE COPY

For and on behalf of ICM Limited Secretary