Final Results

Baring Emerging Europe PLC

Annual Report & Audited
Financial Statements
for the year ended 30 September 2015

Contents

Directors and officers	2
Financial highlights	3
Performance	3
Discount	3
Investment objective	3
The Alternative Investment Fund Manager	3
Financial calendar	4
Special considerations and risk factors	4
AIFMD disclosures	4
Chairmanâ€™s statement	5
Report of the Alternative Investment Fund Manager:	8
Review	8
Investment portfolio	12
Classification of assets	14
Strategic report	15
Report of the Directors	20
Statement of Corporate Governance report	25
Audit Committee report	31
Statement of Directors responsibilities
in respect of the Annual Report and the financial statements	32
Directorsâ€™ remuneration report	33
Independent Auditorâ€™s report	36
Income statement	38
Balance sheet	39
Reconciliation of movement in shareholdersâ€™ funds	40
Cashflow statement	41
Notes to the accounts	42
Notice of Annual General Meeting	55
Notes to the Notice of Annual General Meeting	57

Directors and officers

Directors

Steven Bates, Chairman
Saul Estrin
Jonathan Woollett
Ivo Coulson
Frances Daley
Nadya Wells (appointed 23 September 2015)
Josephine Dixon (retired 15 January 2015)

Secretary

M. J. Nokes, F.C.A.

Registered office

155 Bishopsgate
London EC2M 3XY

Company number
4560726

Alternative Investment Fund Manager

Baring Fund Managers Limited
155 Bishopsgate
London EC2M 3XY
Telephone: 020 7628 6000
Facsimile: 020 7638 7928

Auditor

KPMG LLP
15 Canada Square
London E14 5GL

Custodian & Depositary

State Street Bank & Trust Company Limited
20 Churchill Place
Canary Wharf
London E14 5HJ

Administrator

Northern Trust Global Services Limited
50 Bank Street
Canary Wharf
London E14 5NT
Telephone: 0207 982 2000

Registrars and transfer office

Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: 0871 664 0300
Overseas: +44 208 639 3399

(Calls cost 12p per minute plus your phone companyâ€™s access charge. Calls outside the United Kingdom will be charged at the applicable international rate.)

Email: ssd@capitaregistrars.com

Website

www.bee-plc.com

Financial highlights

	2015	2014
Net asset value per ordinary share (â€œNAVâ€)	534.87p	695.92p
Revenue return per ordinary share	22.05p	18.55p
Dividends per ordinary share	23.0p	19.00p
Share price	487.00p	614.50p
Ongoing charges (based on average NAV)	1.49%	1.46%
Gearing Ratio â€“ Gross basis	109%	N/A
Gearing Ratio â€“ Commitment basis	112%	N/A

Performance (total return basis)

	Year ended 30 September 2015
Net asset value per ordinary share#	-20.5%
Share price#	-17.6%
Benchmark*	-23.0%
*The Benchmark Index is the MSCI EM Europe 10/40 Index.
#Source: AIC.

Discount (at 30 September)

	2015	2014
Discount to net asset value per share*	8.9%	11.7%
*Based on the net asset value including income.

Investment objective

The investment objective is to achieve long-term capital growth, principally through investment in securities listed on or traded on an Emerging European securities market or in securities of companies listed or traded elsewhere, whose revenues and/or profits are, or are expected to be, derived from activities in Emerging Europe.

The Alternative Investment Fund Manager

The Alternative Investment Fund Manager is Baring Fund Managers Limited (â€œBFMâ€) which is authorised and regulated by the Financial Conduct Authority.

Financial calendar

	Date
Annual general meeting for 2015	13 January 2016
Announcement of interim results	May
Announcement of final results	November
Interim report posted	May
Annual report posted	December
The Companyâ€™s share price is published in the Financial Times.

Special considerations and risk factors

Shareholders should be aware that the value of the Companyâ€™s Shares and the income from them may fluctuate. In addition, there is no guarantee that the market prices of shares in investment trusts will fully reflect their underlying Net Asset Value.

The risks inherent in investments by the Company in Emerging Europe are of a nature and degree not typically encountered in investing in securities of companies listed on the major securities markets. Such risks are both political and economic and in addition to the normal risks inherent in any equity investment.

Investments in the Company should be regarded as long-term in nature. There can be no guarantee that the Companyâ€™s investment objectives will be achieved.

AIFMD disclosures

Pre-Investment Disclosures

BFM and the Company are required to make certain disclosures available to investors in accordance with the Alternative Investment Fund Managers Directive (â€œAIFMDâ€). Those disclosures that are required to be made pre-investment can be found on the Companyâ€™s website www.bee-plc.com under the prospectus and literature heading, the document is titled â€œPre-investment disclosuresâ€, dated 21 July 2015. There have been no material changes to the disclosures contained within the document since publication in July 2015.

Remuneration Disclosure

Certain details of the AIFMâ€™s remuneration information are required to be disclosed in the annual reports of AIFs under AIFMD and this will be reported in next yearâ€™s Annual Report and Financial Statements when a full reporting period is available, in accordance with FCA guidance.

Leverage Disclosure

For the purposes of this disclosure, leverage is any method by which the Companyâ€™s exposure is increased, whether through borrowing cash or securities, or leverage embedded in contracts for difference or by any other means. The AIFMD requires that each leverage ratio be expressed as the ratio between a Companyâ€™s exposure and its NAV, and prescribes two required methodologies, the Gross Methodology and the Commitment Methodology (as set out in AIFMD Level 2 Implementation Guidance), for calculating such exposure. Using the methodologies prescribed under the AIFMD, the leverage ratios of the Company calculated on a Gross Basis was 109% and on a Commitment Basis was 112% as at 30 September 2015.

Chairmanâ€™s statement

Itâ€™s been another poor year in Emerging European markets. As Ian Fleming put it â€˜History is moving pretty fast these days, and the heroes and villains keep on changing partsâ€™. Indeed, you would be right to conclude that yet again the major influences on returns in the region have been geopolitical, with the day to day concerns and successes of individual companies having little or no bearing on outcomes. That frustrates the efforts of committed investment managers such as Matthias Siller, who manages your Companyâ€™s portfolio. His job is not to second guess what might bring a short term advantage to Recep Tayyip Erdogan or Vladimir Putin, but to identify investments which can benefit from the long term transformation of the Emerging European landscape and deliver attractive long term returns. This unfortunately hasnâ€™t been a year where that strategy has yielded much fruit.

Stock markets in Emerging Europe have not only had to deal with the numerous surprises from the leaders running the show in the two largest regional economies, but have also had to worry about a slowdown in China and the possible reversal of the very easy monetary policy in place in the US for the last several years. This combination of circumstances has led to a significant setback in prices of most commodities and has been accompanied by a large increase in the value of the US Dollar. The commodity bear market has obviously been bad for Russia, while the strength of the dollar, coupled with local political shenanigans, has laid waste to both the Rouble and the Turkish Lira. To give you a flavour of how bad the impact of currencies has been on the markets, consider that over the year the Russian market rose 16% in Rouble terms but fell 28% in dollar terms. Matthias explains the consequences of all this in his managerâ€™s report, but suffice it to say that it has been very difficult to make much headway in this weather.

The Chairmanâ€™s statement in an annual report is an opportunity for your Board to highlight what it thinks have been the most important issues of the last year. Beyond the investment environment itself, which has occupied a lot of our attention, I will set out some thoughts on performance, discount management and governance, before going on to give a view on the future outlook for the Company.

Performance

The NAV of the Company fell 20.5% during the year, while its benchmark dropped by 23%. Last year I expressed the view in my statement that when movements are as sharp and volatility as extreme as this, the final outturn is a bit random. That applies as much to outperformance as to underperformance, but of course when returns in absolute terms are as bad as this, it is a relief to be able to point to a glimmer of light in that the result is ahead of benchmark. The Investment Manager reports on performance attribution on page 8.

The Board of the Company gives much greater weight to the longer term data against the benchmark and to comparisons with the peer group benchmark. Over the three years to 30 September 2015 the NAV total return fell by 9.4% and the benchmark by 11.5%. Over five years the NAV total return fell by 8.5% and the benchmark by 8.2%.

As to the peer group, over the year to 30th September 2015, we were ranked 18th out of 50. Over three years, we were 19th out of 48 and over 5 years, 18th out of 45. This is a significant improvement over the position a year ago and, in the view of the Board, reflects both the calibre of the management team and the resources available to it from a well-run investment organization such as Barings. As explained in the Directorsâ€™ report on page 30 of this document, we conducted an extensive review of the performance of the Investment Manager, as we do every year, and concluded that Barings remains an effective and credible manager of the Company in circumstances which are challenging, to say the least. Matthias is an experienced manager in the region, and his engagement with the Board and shareholders is of high quality.

Discount Management

We have continued to operate the buyback and during the year ended 30 September 2015 we repurchased 1,152,219 shares for a cost of just over Â£6 million and at an average discount of 11.4%. This has added approximately 4 pence to NAV per share. I would also point out that 1.1 million shares represents more than a third of all the shares traded during the year. The trend towards lower trade volumes which was noted in the last annual report has unfortunately continued. From a level of around 12 million shares exchanging hands in 2013, the number halved in 2014 and then halved again in our current year. Falling trade volumes result from the smaller size of the Company, but are also a further reflection of investor disillusion with emerging markets in general and with Emerging Europe specifically.

As I have explained in previous reports, the shrinking size of the Company is a concern for the Board as it can mean that it fails to meet the minimum scale to get onto the radar screen of certain investors. The only thing we can do about this in the current environment is to operate the buyback in a prudent manner, but it does mean that your Company is now mostly owned by investors who specialize in the region.

As part of our discount management process Matthias continues to visit wealth managers in the UK regions to foster relationships which we would expect to bear fruit when investor interest in the region picks up. Continuing to invest in marketing and building investor awareness of your Company during market downturns may not bear much fruit immediately, but the Board remains committed to the Companyâ€™s shareholders and to managing the discount. In 2013 we committed to hold a tender to buy back 15% of our shares should the discount average more than 12% over the course of the 12 months prior to the release of the annual results. The relevant percentage this year is 11.95%, which is below the threshold to trigger a tender. In view of this, the Board has considered whether to hold a tender in any event and concluded that it is not in shareholdersâ€™ interests to shrink the capital even further, especially as the discount has narrowed substantially in recent months. In the year ahead, we will continue to operate the discount management process along the same lines as in the last year.

Investment Strategy

During the year, we have spent time considering a proposal from the manager to expand the geographical remit of the Company to permit a major commitment to investments in the Middle East and Africa (MEA). The immediate trigger for the proposal was the opening up of the Saudi market to foreign investors, but capital markets in both Africa and the Middle East have been developing rapidly and appeared to offer some opportunities to expand the scope of investments. On further examination, we decided that the opportunity set provided very little diversification benefit for shareholders, as the markets in question were generally heavily exposed to resources in much the same way as Russia, and the manager felt that there were many attractive opportunities within the existing geographical limits. However, towards the end of the year we did increase to 5% from 2% the percentage of assets the manager can invest in MEA, should he identify a small number of attractive stocks. To date, there have been no such investments.

Governance

Regulation

This has been the first year in which the Alternative Investment Fund Directive (AIFMD) has operated. In previous reports, we have expressed the view that we didnâ€™t think there would be any benefit to investors from AIFMD, and indeed that the only thing they would notice would be the costs. I regret to report that the last year has proven this prediction to be correct.

On the other hand, itâ€™s very easy to complain about regulation, of which there is more in the pipeline, but the investment industry has brought a lot of it on itself because of past poor practice. Investment trusts will be affected by all this even though, on the whole, they are a model of transparency and value.

Dividend and Income Account

Last year I commented that we were concerned that Russian companies might be forced to reinvest in their businesses rather than pay out dividends. So far, that hasnâ€™t happened, despite the impact of international sanctions. As a result, we were pleasantly surprised to find that the income account proved to be very robust. For the year, the average revenue return per share (on a weighted average basis) was 22.05 pence, compared with 18.55 pence last time. The income account was also bolstered by the repayment of some Polish withholding tax which we have been seeking to recover for years. This amounted to some Â£365,000, part of which was disclosed as a contingent asset in last yearâ€™s annual report.

As you know, the manager does not manage the portfolio with an income target in mind, so we do not make any representations that the income account will be robust in the years ahead. Nonetheless, it is encouraging that for several years now we have been able to pay an attractive dividend. Given the uncertainty inherent in the generation of income in the region, and even if it is getting less uncertain, our policy is still to pay out each year the bulk of our net revenue in the form of dividend. This year, we are recommending a dividend of 23 pence per share, which equates to a yield on the current share price of 4.3%. Of this sum, approximately 2 pence represents the amount received by way of withholding tax refund. This is unlikely to recur in future years.

Borrowing

For some time, we have had a borrowing facility of $20 million in place. We have recently deployed $17 million of this capacity which brings the effective gearing of the Company to 109%. The ability to gear a portfolio is one of the differences between an investment trust and a typical unit trust, and it can either enhance or detract from returns, depending on whether it has been deployed judiciously. Matthias later explains his rationale for using part of the facility now, but essentially it reflects the availability of interesting stocks at very low valuations after a bruising more usually seen on a rugby pitch.

Directorate

As you may know, the Board has been running a succession planning exercise for some time, and at the next AGM, Saul Estrin will be retiring. Saul has been on the Board for ten years and has made an important contribution to our investment discussions. Saul is a Professor at LSE specializing in micro-economic research in transition economies and has been uniquely qualified to apply rigour to the usual platitudes about investment to which our industry is prone. Furthermore, Saul is a thoroughly engaging person with whom it has been a privilege to share meetings and opinions. I speak for the whole Board when I say that we will miss him. While we canâ€™t replace him directly, we are delighted to have persuaded Nadya Wells to join us. She is a senior investment manager and analyst by background, specializing in our region for the last twenty years. She is an independent non-executive director of Sberbank and brings a unique perspective on corporate life across Emerging Europe. She was appointed in September, and as this is the first AGM following her appointment, will be standing for election. I urge you to support her.

Once again, the remaining Board members, will be standing for re-election this year as is now our practice.

Shareholder Communication

I reiterate what I stated in last yearâ€™s annual report, which is that we as a Board are ready to talk to any shareholder at any point about anything relevant. I understand that you may prefer to hear from Matthias rather than from your Board, and for that reason, he will be making a presentation at the AGM on the markets and outlook for the years ahead. Details of when and where the AGM is to be held can be found on page 55 of this report.

Outlook

It has required some fortitude to stick to our guns in Emerging Europe. We have all been treated to an object lesson in how poor politics can damage capital markets, even when the underlying long run fundamentals are very attractive. Financial markets provide discounting mechanisms, and while we may express concern over the migrant crisis, terrorism and bloody-minded autocracy, the stock markets have already adjusted to take account of how bad things are. At this level of valuation, markets are now cheaper in absolute terms than they were at the bottom of the financial crisis in 2008 and as cheap as they were during the Russian crisis of 1998. Relative to the rest of the world, this valuation discount is even wider. Of course, our region breaks down into two blocs â€“ the â€˜Goodâ€™ of Central Europe, and the â€˜Uglyâ€™ of Russia and Turkey. These two dominate our landscape, however, and it is impossible to see much progress in the region as a whole until the gloom lifts there.

Russiaâ€™s economy has buckled under sanctions and the damage from weak commodity markets, but the currency weakness combined with the corporate cost reductions are making Russian exporters increasingly competitive and dividends are continuing to flow our way. In Turkey, the recent election result appears to have stabilised matters.

In sum, we may not be out of the woods, but the undergrowth is thinning.

Steven Bates
Chairman
26 November 2015

Report of the Alternative Investment Fund Manager

for the year ended 30 September 2015

How we manage the Company

At Baring Fund Managers Limited, we believe that a sound research process is the starting point of any successful investment approach. In our view, it is most effective to analyse both companies and countries, with the goal of investing in the most attractive companies in the most attractive countries.

Our research focuses on growth at a reasonable price, on sensitivity to currency movements, and to other external factors; on the soundness or otherwise of government policy (in the case of a country), or business plan (in the case of a company); and last but not least, on the level of valuation. This research gives rise to an assessment of the fundamental drivers of return, and to this we add a subjective judgement as to the level of return we expect from each asset in which we might invest. We also check that these rankings are consistent with the broader thematic developments we expect as a firm. These rankings then allow us to construct a disciplined and relatively concentrated portfolio of our most attractive candidates.

Performance

In a challenging market environment for Emerging Europe over the past 12 months, the Companyâ€™s performance was ahead of the benchmark although still negative in absolute terms. Although market conditions were challenging, we are encouraged by how well companies coped and by the sound central bank policy decisions seen in Russia, the regionâ€™s largest market. Sentiment toward Emerging Europe has yet to fully improve, but we see greater scope for positivity ahead based on the excellent long-term growth potential we see at the company level and by prospects for an improved macroeconomic and political landscape within the region.

The Companyâ€™s performance over the last 12 months was -20.5%, outperforming the MSCI Emerging Europe 10/40 index which returned -23.0% in sterling terms. Within a peer group of Emerging European Funds the Companyâ€™s performance over the last year remained solid, ranking 18th out of 50, thereby extending the positive track record on that front.

Even though the markets were highly volatile last year, the low correlation with each other of the three main markets in the region, Russia, Turkey and Poland, allowed the Company to benefit from diversification effects. The fact that the three main equity markets ended the year at price levels approximately a quarter below the yearâ€™s start highlights the fact that there was very limited room to gain from top down allocation. Relative performance therefore had to be earned from successful stock picking and the implementation of overweight and underweight strategies in smaller markets such as Hungary, which performed best, and Greece, which turned out to be the worst performer in our region.

Overall, stock selection contributed the lionâ€™s share to relative outperformance, most of it stemming from successful stock picking in Poland. Further, the underweight position in Greek equities added to relative performance, while the portfolioâ€™s overweight position in Turkey and underweight position in Hungary both contributed negatively to performance. The Russian stock marketâ€™s influence on relative performance was neutral.

Last year Emerging European equity markets experienced a volatile political environment, a sharp drop in commodity prices, especially oil, and a substantial appreciation of the US dollar. Sluggish growth prospects outside the US, especially in China, contributed to the soft demand picture and kept commodity prices under pressure. In the oil market, Saudi Arabiaâ€™s decision to stop tolerating market share gains by US shale oil producers by sharply increasing supply, sent prices down.

Russia, one of the largest energy exporters globally, had already been hurt by economic sanctions from its involvement in Ukraine when it was hit with a fall in energy prices and, as a consequence, the Rouble slumped. Russian Central Bank Governor Elvira Nabiullina reacted by taking the bold step of stopping currency interventions while introducing a free float currency regime combined with inflation targeting. This was accompanied by painful interest rate hikes and generous liquidity support to the banking system, but proved ultimately successful as the Russian currency found its level and the Russian Federationâ€™s FX and gold reserves remained largely untouched. Importantly, oil prices found a floor in early 2015 and gave the Russian Central Bank and State Treasury some space to manoeuvre. While the economy has entered recession in 2015, the implications seem less severe than originally anticipated as the country exhibited a surprisingly high degree of economic flexibility. Most notably the current account remained in substantial surplus (USD 50bn). This helped replenish foreign exchange reserves and put Russia into the rare situation where the economy remains largely independent of international credit markets, giving the Central Bank ample room to cut interest rates in the light of subsiding inflation expectations. This contrasts favourably with the weak sovereign and corporate balance sheet structure and the rate hike pressures across many emerging markets. Turkey is a good case in point in that respect â€“ the country, a large energy importer and hence one of the main beneficiaries of a lower oil price, could not use this window of opportunity to lower inflation expectations in a sustainable fashion. The substantial increase of foreign debt in the private sector over the last couple of years (household and corporate credit) meant that the country remained vulnerable to a sharp increase in risk aversion. A generally strong US dollar combined with political tensions in the run-up to parliamentary elections and an increasingly chaotic environment in Syria affected Turkish capital markets negatively. The devaluation which followed restored the competitiveness of the Turkish economy to a certain degree but also led to a sharp increase in interest rates and a correction in equity markets. Further, the inconclusive outcome of coalition negotiations after the parliamentary elections meant that yet another round of elections had to be called for 1st November. Given that the country has been affected by the humanitarian tragedy in Syria and has sadly experienced terrorist attacks it is understandable that the absence of a government dampened the confidence of investors further.

Political events took over in Turkeyâ€™s neighbour, Greece, where the political far left Syriza party won a landslide victory in elections in January. The subsequent confrontation between the Greek government and the European Union quickly undermined consumer and business confidence and the economy entered a vicious trade-off between budgetary financing needs and accelerating capital flight. Ultimately, the introduction of capital controls saved the country from total financial collapse and potential expulsion from the Eurozone but left the countryâ€™s undercapitalised banking sector yet again dependent on ECB liquidity lines. After a last minute compromise between the government, EU and IMF, chances to improve the desperate economic situation via reforms have somewhat improved.

In contrast to Greece, economic data in Central European countries like Poland, Czech Republic and Hungary came in very solidly. The combination of stable growth, lower energy prices and the absence of inflationary pressures had a positive effect on consumer demand. EU infrastructure funding continues to provide additional growth impetus to Central European economies. Market performance in Poland was impacted by the surprising emergence of the populist Justice Party PiS in the run-up to parliamentary elections in October. Lack of clarity regarding future fiscal policy (banking taxes) led to an exodus of foreign investors from the regulatory-prone financial and utility sectors.

Strategy

Over the course of last year we reduced the number of large-cap stocks in the portfolio and increased our holdings in smaller and medium sized enterprises, focusing on high conviction calls in quality growth companies. The Companyâ€™s strategy is centred on identifying companies that demonstrate quality in terms of management, franchise and strength of balance sheet. Companies must also possess an excellent long-term earnings growth outlook over a time horizon of three to five years. We believe that taking this longer term view allows us to find unrecognised and undervalued opportunities.

In Russia, we continue to find attractive investment opportunities in market leaders, particularly in areas likely to benefit from a recovering consumer sector where the stabilising Rouble is leading to a more positive earnings outlook. In this respect, we added the leading electronic goods retailer M-Video to the portfolio, while the key holdings in Russiaâ€™s largest bank Sberbank and Russiaâ€™s largest supermarket chain Magnit were increased over the course of the year. In the Russian internet sector, which was exposed to the falling Russian Rouble, we decided to focus on the social network company Mail.ru and Avito (via its parent Vostok New Ventures) while we sold the position in Yandex, the internet search portal. The ability of the former two stocks to better cope with the depreciation of the Rouble and preserve margins and growth lay behind this decision. We cut sharply the Companyâ€™s exposure to the Polish banking sector, where we feared increased political and regulatory influence. While negative in the short term, ultimately we feel that this development will lead to broad based sector consolidation in the Polish banking market and we increased our investment in Polandâ€™s largest insurer PZU, as we believe it will be able to take advantage of these trends via its minority stake in Alior Bank. We believe the robust economic backdrop in Poland and Central European states created a favourable environment for domestically/regionally focused consumer growth stocks such as shoe retailer CCC or fast-moving consumer goods wholesaler Eurocash and added these stocks to the portfolio. Likewise, the industrial goods exporters in the Companyâ€™s portfolio such as Kety and Uniwheels Poland or Turk Traktor and Ford Otosan in Turkey continue to capitalise on growing European demand for their products. As we believe that earnings potential in the Turkish banking market might finally improve, paving the way for higher profitability in 2016 and given that the Turkish banking sector traded at multi year lows we decided to substantially increase our holdings in Akbank and Halkbank, while reducing our stake in real estate developer Emlak to zero. Emlak, a core holding in our portfolio for a large part of last year, has outperformed the banking sector substantially as it benefitted from increased real estate demand as Turks decided to bring forward buying decisions in an environment of low real interest rates and a weakening currency. Airline caterer Do&Co, listed on the Istanbul stock exchange, the Turkish car retailer Dogus Oto and the Eastern European IT-system integrator Luxoft were sold as those stocks reached our price targets. With regards to smaller countries we invested in Bank of Georgia, the market leading bank in this former Soviet Republic. The low penetration of basic banking products and Bank of Georgiaâ€™s investment in the countryâ€™s leading private health care operator expose the stock to a broad range of growth opportunities.

Outlook

Looking forward, we remain positive on the outlook for Emerging European equity markets. We continue to find encouragement in the breadth and quality of company opportunities within the region and we saw how well many of these companies were able to adapt to currency depreciation and the challenging economic environment of last year.

At the stock level, we see a favourable set of company growth opportunities across Emerging Europeâ€™s industries and markets that we believe are attractively valued. As we analyse these companies in detail, we are able to take a view of their longer term potential and currently see average annual earnings growth of more than 15% for the companies we hold in the portfolio on a five-year view.

We are becoming more positive about the political and economic outlook. The actions taken by the Russian Central Bank have helped foster greater stability in that market, while in the new EU member states, Poland, the Czech Republic and Hungary, we expect to see the continued benefits from robust domestic demand, EU-subsidies and foreign direct investments.

We think there will be greater policy visibility from the newly elected governments in Turkey and Poland. We are emboldened to see Minister of Finance, Mehmet Simsek and Ali Babacan (former Deputy Prime Minister responsible for the Economy) returning to power in Turkey. In Poland, we believe that markets have already stomached the proposed financial tax introductions of the Polish electionâ€™s favourite PiS party, thereby leaving room for positive surprises.

The exodus of refugees from Syria has long been a burden for Turkey, where an estimated two million Syrians have found shelter. An ever growing number of Syrians decided to leave their home country for good to seek asylum in Europeâ€™s largest job market and healthiest economy: Germany. The exodus of hundreds of thousands of people from Turkey via the Balkans into the passport-free European Schengen area and finally Germany might well be the defining development for the European Unionâ€™s future given the calls for increased political integration and a common EU foreign policy. Russiaâ€™s decision to extend its support for the Assad regime to outright military involvement, increased terror activities of ISIS on Turkish soil and not least the ever growing refugee crisis highlight the importance of leadership and the need for a common policy in these areas. This will increase the importance of Turkey as the crucial partner for the European Union in the region. Russia, equally, will have to be involved in plans to stabilise Syria. On a positive note, the situation in Eastern Ukraine has been improving as the implementation of the so-called Minsk peace process, brokered by Russia, Ukraine and the EU, made good progress. This presents Russia with the opportunity to work the diplomatic corridors for the long term goal of normalising economic relations with the EU so as to regain full-scale access to capital markets.

Company weighting versus Benchmark Index by country of operation at 30 September 2015

Country of operation	Company	Benchmark
Czech Republic	â€“	2.8%
Greece	â€“	3.5%
Hungary	â€“	3.3%
Poland	21.7%	20.9%
Russia	56.1%	50.4%
Turkey	25.1%	19.1%
Other	6.3%	â€“
Net current liabilities	-9.2%	â€“
	100.0%	100.0%
Source: Barings, MSCI.

Investment portfolio

The Companyâ€™s investment portfolio at 30 September 2015, is set out in the following table:

	Holding	Primary country of investment	Market value Â£000	% of investment portfolio
1	Sberbank	Russia	9,145	9.63
2	Lukoil Holdings	Russia	8,903	9.38
3	PZU	Poland	8,259	8.70
4	Akbank	Turkey	6,522	6.87
5	Magnit	Russia	6,386	6.73
6	Halk Bank	Turkey	5,244	5.52
7	Novatek	Russia	4,323	4.55
8	Mail.ru	Russia	3,613	3.80
9	Mobile Telesystems	Russia	3,602	3.79
10	AO Tatneft	Russia	3,444	3.63
11	Phosagro	Russia	3,349	3.53
12	Eurocash	Poland	3,051	3.21
13	Gazprom	Russia	2,999	3.16
14	Turk Traktor	Turkey	2,671	2.81
15	Vakif Bank	Turkey	2,258	2.38
16	Energa	Poland	2,254	2.37
17	Grupa Kety	Poland	2,100	2.21
18	Tupras Petrol	Turkey	2,095	2.21
19	Ford Otomotiv Sanayi	Turkey	1,811	1.91
20	CCC	Poland	1,581	1.67
21	Electrica	Romania	1,493	1.57
22	Norilsk Nickel	Russia	1,486	1.57
23	M Video	Russia	1,395	1.47
24	Bank of Georgia	Georgia	1,379	1.45
25	Kernel	Ukraine	1,225	1.29
26	Uniwheels	Poland	1,196	1.26
27	LSR	Russia	1,181	1.24
28	Brisa Bridgestone Sabanci	Turkey	994	1.05
29	Alior Bank	Poland	965	1.02
30	Vostok New Ventures Ltd	Russia	919	0.97
31	Coca Cola Icecek	Turkey	903	0.95
32	Ulker Biskuvi	Turkey	898	0.95
33	Ros Agro	Russia	885	0.93
34	Kcell	Kazakhstan	839	0.88
35	MD Medical	Russia	697	0.73
36	MHP	Ukraine	687	0.72
37	Globaltrans	Russia	629	0.66
38	Globalworth Real Estate	Romania	608	0.64
39	Global Ports	Russia	494	0.52
40	TCS	Russia	453	0.48
41	Selcuk Ecza Deposu	Turkey	351	0.37
42	Sollers	Russia	263	0.28
43	OTCPharm	Russia	94	0.10
44	Vostok Emerging Finance Ltd	Russia	32	0.03
	Total investments		103,676	109.19
	Net current liabilities		(8,728)	(9.19)
	Net assets		94,948	100.00

Review of Top Ten Holdings at 30 September 2015

Holding	Sector	End Weighting Relative to Benchmark	Company Comment
Sberbank	Finance	Overweight	Russiaâ€™s largest bank, Successful implementation of modernisation strategy offers scope for further improvement of profitability.
Lukoil	Energy	Overweight	High yielding Russian oil stock with potential for further dividend growth.
PZU	Financials	Overweight	Largest Polish insurer. Its capital base allows for high dividend payout ratios. Potential consolidator in the Emerging European insurance space.
Akbank	Financials	Overweight	Top 3 privately-owned Turkish Bank. Highest capitalization ratio amongst its peers makes it a potential consolidator.
Magnit	Staples	Overweight	Russia's leading supermarket. Benefitting from solid margins and strongly growing sales.
Halk Bank	Financials	Overweight	Largest listed state-controlled Bank in Turkey. Low cost deposit base supports superior interest margins.
Novatek	Energy	Overweight	Largest independent gas producer in Russia. Arctic gas exploration provides significant growth potential.
Mail.ru	Information Technology	Overweight	Dominant Russian social network operator via the Vkontakte and Odnoklasniki franchises. Strong monetization potential via advertising growth and Internet Value Added Services.
Mobile Telesystems	Telecommunication Services	Overweight	Russian mobile phone operator. Strong cash flow generation, potentially high dividend payout ratio and growth optionality in data and broadband.
Tatneft	Energy	Overweight	Local energy champion in the Russian independent republic of Tatarstan. Strong cash flows allow for high dividend payout ratios and pursuit of downstream growth strategy.

Classification of assets

The Companyâ€™s Portfolio as per MSCI at 30 September 2015 was:

Percentage classification of assets based on valuation

	Russia	Hungary	Poland	Czech Republic	Turkey	Other Countries	Net Current Assets	Total 2015	Total 2014
Consumer Discretionary	1.8	â€“	2.9	â€“	2.9	â€“	â€“	7.6	2.1
Consumer Staples	7.6	â€“	4.5	â€“	1.9	0.7	â€“	14.7	6.8
Energy	20.7	â€“	â€“	â€“	2.2	â€“	â€“	22.9	23.1
Financials	11.3	â€“	9.8	â€“	14.8	3.1	â€“	39.0	40.7
Healthcare	0.7	â€“	â€“	â€“	0.4	â€“	â€“	1.1	1.1
Industrials	1.2	â€“	â€“	â€“	2.9	â€“	â€“	4.1	5.1
Materials	5.1	â€“	2.2	â€“	â€“	â€“	â€“	7.3	5.0
Telecommunication Services	3.9	â€“	â€“	â€“	â€“	0.9	â€“	4.8	5.3
Information Technology	3.8	â€“	â€“	â€“	â€“	â€“	â€“	3.8	6.0
Utilities	â€“	â€“	2.3	â€“	â€“	1.6	â€“	3.9	4.0
Total equity investment	56.1	â€“	21.7	â€“	25.1	6.3	â€“	109.2	99.2
Net current (liabilities)/assets	â€“	â€“	â€“	â€“	â€“	â€“	(9.2)	(9.2)	0.8
Total 2015	56.1	â€“	21.7	â€“	25.1	6.3	(9.2)	100.0	â€“
Total 2014	53.9	4.3	12.4	â€“	15.0	13.6	0.8	â€“	100.0

Baring Fund Managers Limited
16 November 2015

Strategic report

for the year ended 30 September 2015

The Directors submit to the shareholders their Strategic report, Directorâ€™s report and the audited financial statements of the Company for the year ended 30 September 2015.

Business and tax status

In the opinion of the Directors, the Company has conducted its affairs during the period under review, and subsequently, so as to maintain its status as an investment trust for the purposes of Chapter 4 of Part 24 of the Corporation Tax Act 2010. The Company has obtained written approval as an investment trust from HM Revenue & Customs for all accounting periods up to the year ended 30 September 2013 and has made a successful application under Regulation 5 of the Investment Trust (Approved Company) (Tax) Regulations 2011 for investment trust status to apply to all accounting periods starting on or after 1 October 2013 subject to the Company continuing to meet the eligibility conditions contained in Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements outlined in Chapter 3 of Part 2 of the Regulations.

The Company is an investment company as defined in Section 833 of the Companies Act 2006. The Company is not a close company for taxation purposes.

Alternative Investment Fund Management Directive (â€œAIFMDâ€)

In order to comply with AIFMD, the Company has appointed Baring Fund Managers Limited (â€œBFMâ€) to act as its Alternative Investment Fund Manager (â€œAIFMâ€) pursuant to an Alternative Investment Fund Management Agreement entered into by the Company and the AIFM on 21 July 2014 (the â€œAIFM Agreementâ€). BFM has been approved as an AIFM by the UKâ€™s Financial Conduct Authority. The investment management agreement entered into by the Company and Baring Asset Management Limited (â€œBAMâ€) on 12 November 2002 (the â€œIMAâ€) has been terminated although BFM has delegated the portfolio management of the Companyâ€™s portfolio of assets to BAM. The AIFM Agreement is based on the IMA and differs to the extent necessary to ensure that the relationship between the Company and BFM is compliant with the requirements of AIFMD. The fees payable to BFM and the notice period under the AIFM Agreement are unchanged from the IMA. The Company and BFM have also entered into a Depositary Agreement with State Street Trustees Limited (â€œState Streetâ€) pursuant to which State Street has been appointed as the Companyâ€™s Depositary for the purposes of AIFMD.

The Company is managed by external parties in respect of investment management, custodial services and the day-to-day accounting and company secretarial requirements. As noted above the Alternative Investment Fund Manager is BFM and details of the agreement with BFM are given in note 3 to the accounts. The Depositary and Custodian is State Street Bank & Trust Company Limited. Secretarial services are provided by Northern Trust Global Services Limited. The Company has no employees. The Directors are all non-executive.

Investment objective

Investment policy

The policy of the Directors is that, in normal market conditions, the portfolio of the Company should consist primarily of diversified securities listed or traded on Emerging European securities markets (including over the counter markets). Equity securities for this purpose include equity-related instruments such as preference shares, convertible securities, options, warrants and other rights to subscribe for or acquire, or relating to, equity securities. The Company may also invest in debt instruments such as bonds, bills, notes, certificates of deposit and other debt instruments issued by private and public sector entities in Emerging Europe.

In addition, Emerging European exposure may be obtained by indirect means. Investments may, for example, be made in securities of companies listed on securities markets outside Emerging Europe that derive, or are expected by the Directors to derive, the majority of their revenues and/or profits and/or growth from activities in Emerging Europe.

The Company may also invest in other funds in order to gain exposure to Emerging Europe where, for example, such funds afford one of the few practicable means of access to a particular market, or where such a fund represents an attractive investment in its own right. The Company will not invest more than 15% of its gross assets in other UK listed investment companies (including investment trusts).

The Company may from time to time invest in unquoted securities, but the amount of such investment is not expected to be material. Furthermore the Board has agreed that the maximum exposure to unquoted securities should be restricted to 5% of the Companyâ€™s net assets. At the year end there was one unquoted investment valued at nil in the portfolio.

For the purposes of this investment policy the Board has defined Emerging Europe as the successor countries of the former Soviet Union, Poland, Hungary, the Czech Republic, Slovakia, Turkey, the States of former Yugoslavia, Romania, Bulgaria, Albania and Greece. There is no restriction on the proportion that may be invested in these countries.

In addition the Board has agreed that up to 5% of the total assets may be invested in other countries provided that any investments made are companies listed on a regulated stock exchange.

The Board has agreed that the maximum value of any one investment should not exceed 12% of the Companyâ€™s total portfolio save with the prior written consent of the Board. Where excess occurs due to market movement the manager will notify the Board of this and will reduce the holding to below 12% within six months.

In addition to the above restriction on investment in a single company the Board seeks to achieve a spread of risk in the portfolio through monitoring the country and sector weightings of the portfolio. There will be a minimum of 30 stocks in the portfolio.

The Companyâ€™s Articles provide that the Company may borrow an amount equal to its share capital and reserves. At 30 September 2015, the only loan facility in place was a US$20 million loan facility with State Street Bank and Trust Company Limited which can be used as a source of gearing. In order to provide a mechanism to gear the portfolio the Board has authorised the Alternative Investment Fund Manager to invest in long only derivatives in Polish, Russian and Turkish index futures where feasible. The Alternative Investment Fund Manager has discretion to operate with an overall exposure of the portfolio to the market of between 90% and 110%, to include the effect of any derivative positions. Gearing was employed during the year, US$17 million was drawn down on 12 May 2015 and remained at this level up to and including 30 September 2015.

Return per ordinary share

	30 September 2015	30 September 2015	30 September 2015	30 September 2014	30 September 2014	30 September 2014
	Revenue	Capital	Total	Revenue	Capital	Total
Return per ordinary share	22.05p	(168.86)p	(146.81)p	18.55p	(153.31)p	(134.76)p

Revenue return (earnings) per ordinary share is based on the net revenue on ordinary activities after taxation of Â£4,057,000 (2014: Â£3,621,000). Capital return per ordinary share is based on net capital losses for the financial year of Â£(31,064,000) (2014: net capital losses of Â£(29,918,000)). These calculations are based on the weighted average of 18,395,544 (2014: 19,515,035) ordinary shares in issue during the?year.

At 30 September 2015 there were 17,751,724 ordinary shares of 10 pence each in issue (2014: 18,904,043) which excludes 3,318,207 ordinary shares held in treasury (2014: 3,318,207 shares held in treasury). The shares held in treasury are treated as not being in issue when calculating the weighted average of ordinary shares in issue during the year. All shares repurchased during the year were cancelled.

Dividends

The Board does not seek to target any particular level of dividend, and intends rather to distribute by way of dividend most of the net earnings available for this purpose. The Board recommends an annual dividend of 23p per share compared with 19p for the previous period. Subject to approval of the Annual General Meeting, the recommended annual dividend will be paid on 2 February 2016 to members on the register at the close of business on 4 January 2016. The shares will be marked ex-dividend on 31 December 2015.

Discount

The Directors have adopted a policy with regard to the market rating of the Companyâ€™s shares and seek to limit the discount to NAV at which the Companyâ€™s shares trade to a level significantly lower than 10%, using as necessary the Companyâ€™s share repurchase authority. During the year ended 30 September 2015, 1,152,319 shares were repurchased at a cost of Â£6,060,000 (1,344,000 shares were repurchased during the year ended 30 September 2014 at a cost of Â£9,772,000). Any shares repurchased will either be held in treasury and may be issued at a later date at or above net asset value, or cancelled.

If the average closing mid-market price at which the Companyâ€™s shares trade in the market in the 365 day period prior to the publication of the Companyâ€™s results for the financial year is greater than a 12% discount, the Company will offer to repurchase, by way of Tender available to all shareholders, up to 15% of the outstanding issued share capital at 95% of NAV (after taking into account of any expenses including the cost of selling investments in order to fund the repurchase). The relevant NAV number for these purposes is the NAV cum income. During the 365 day period prior to the publication of the results for the year ended 30 September 2015 the average discount was 11.9%.

Viability statement

In accordance with provision C.2.2 of the Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months required by the â€œGoing Concernâ€ provision. The Board conducted this review for a period of three years which was selected because it was considered to be a reasonable time horizon given that the Company invests in Emerging markets which may be more volatile than developed markets. The Board also regularly considers the strategic position of the Company including investor demand for the Companyâ€™s shares and a three year period is considered to be a reasonable time horizon for this.

The Directorsâ€™ have carried out a robust assessment of the Companyâ€™s principal risks and its current position. The principal risks faced by the Company and the procedures in place to monitor and mitigate them are detailed below. As the Companyâ€™s portfolio consists of shares which are listed on regulated markets, many of which are highly liquid, funds can be raised to meet the Companyâ€™s liabilities as they fall due. The Company has no long term debt. At 30 September 2015 the Company had drawn down US$17 million from its loan facility with State Street Bank as a result of which the Companyâ€™s portfolio was 8.7% geared. This exposure does increase risk but is carefully monitored by the Board and in any event is limited to 10% of gross assets. The interest cost of the loan is covered 45 times by the revenue surplus. On the basis of the current portfolio yield, the Directors expect the Company to continue to generate a revenue surplus.

Based on the above assessment the Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities over the three year period to November 2018.

Performance

At each Board meeting, the Directors consider a number of performance measures to assess the Companyâ€™s success in achieving its objectives of which the most important are as follows:

â€¢ Performance against the peer group

The Board monitors performance relative to a broad range of competitor funds, as defined by the Morningstar Emerging Europe Universe. In the year ended 30 September 2015 the Company was ranked 18th out of 50 funds in this universe. Over three years to 30 September 2015 it was ranked 15th out of 48 funds and over five years it was ranked 18th out of 45 funds.

â€¢ Performance against the Benchmark Index

A chart of NAV performance versus Benchmark Index for the seven years ended 30 September 2015 (total return) is set out in the Directorsâ€™ Remuneration report on page 34.

â€¢ Discount to NAV

During the 365 day period prior to the publication of the results for the year ended 30 September 2015 the average discount was 11.9%.

â€¢ Ongoing charges

The annualised ongoing charges figure for the year was 1.49% (2014: 1.46%). This figure, which has been prepared in accordance with the recommended methodology of the Association of Investment Companies represents the annual percentage reduction in shareholder returns as a result of recurring operational expenses excluding performance fee. The Board reviews each year an analysis of the Companyâ€™s ongoing charges figure and a comparison with its peers.

Principal risks

The key risks to the Company fall broadly under the following categories:

â€¢ Investment and strategy

The Board regularly reviews the investment mandate and long-term investment strategy in relation to the market and economic conditions. The Board also regularly monitors the Companyâ€™s investment performance against the Benchmark Index and the peer group and its compliance with the investment guidelines.

â€¢ Accounting, legal and regulatory

In order to qualify as an investment trust, the Company must comply with the provisions contained in Section 1158 of the Corporation Taxes Act 2010. A breach of Section 1158 in an accounting period could lead to the Company being subject to corporation tax on gains realised in that accounting period. Section 1158 qualification criteria are continually monitored by Baring Fund Managers Limited and the results reported to the Board at its regular meetings. The Company must also comply with the Companies Act and the UKLA Listing Rules. The Board relies on the services of the administrator, Northern Trust Global Services Limited and its professional advisers to ensure compliance with the Companies Act and the UKLA Listing Rules.

â€¢ Loss of investment team or Alternative Investment Fund Manager

A sudden departure of the Alternative Investment Fund Manager or several members of the investment management team could result in a short-term deterioration in investment performance. The Alternative Investment Fund Manager takes steps to reduce the likelihood of such an event by ensuring appropriate succession planning and the adoption of a team-based approach, as well as special efforts to retain key personnel.

â€¢ Discount

A disproportionate widening of the discount relative to the Companyâ€™s peers could result in loss of value for shareholders. The Board regularly discusses discount policy and has set parameters for the Companyâ€™s broker to follow with regard to the buy-back of shares.

â€¢ Corporate governance and shareholder relations

Details of the Companyâ€™s compliance with corporate governance best practice, including information on relations with shareholders, are set out in the Corporate Governance report on pages 25 to 30.

â€¢ Operational

Like most other investment trust companies, the Company has no employees. The Board currently consists of six non-executive Directors, two of whom are female and the other four are male and is chaired by Steven Bates. The Company therefore relies upon the services provided by third parties and is dependent on the control systems of the Alternative Investment Fund Manager and the Companyâ€™s service providers. The security of the Companyâ€™s assets, dealing procedures, accounting records and maintenance of regulatory and legal requirements, depend on the effective operation of these systems. These are regularly tested and monitored. The Depositary and Custodian and the Alternative Investment Fund Manager also produce annual reports on internal controls which are reviewed by their respective auditors and give assurance regarding the effective operation of controls.

â€¢ Financial

The financial risks faced by the Company are disclosed in note 19 on pages 50 to 54.

â€¢ Future developments

The future development of the Company is much dependent upon the success of the Companyâ€™s investment strategy in the light of economic and equity market developments in the countries in which it invests. The Alternative Investment Fund Manager discusses the outlook in its report on pages 10 and 11.

â€¢ Social, community and human rights

The Company does not have any specific policies on social, community or human rights issues as it is an investment company which does not have any physical assets, property, employees or operations of its own.

For and on behalf of the Board

Steven Bates
Chairman
26 November 2015

Report of the Directors

Directors

The present Directors are listed below and on page 2. They are all non-executive and have served throughout the year apart from Nadya Wells who was appointed to the Board on 23 September 2015. The Board consists of two females and four males.

Steven Bates (58) spent 18 years with the Fleming group until 2002, latterly as head of emerging markets of JPMorgan Fleming Asset Management. He has extensive experience in both emerging and developed markets. He is a director of Guardian Capital which is a specialist asset management business and is also the chief investment officer of Salisbury Partners. He is also on the boards of a number of financial companies involved in emerging markets. He was appointed a Director of Baring Emerging Europe PLC on 27 January 2003 and was appointed Chairman of Baring Emerging Europe PLC on 19 January 2010.

Saul Estrin (63) is a Professor and the founding Head of the Department of Management at the London School of Economics where he is a specialist on emerging markets. He was formerly a Professor at the London Business School and Research Director of the Centre for New and Emerging Markets, which analysed the prospects for private sector development and business opportunities in emerging markets. He has written numerous books and articles on emerging economies. He was appointed a Director of Baring Emerging Europe PLC on 5?July 2004.

Jonathan Woollett (58) is the founding partner of Acoro Capital Partners LLP, an investment partnership and a director of Thames Capital Holdings Limited, a London property company. He has over 20 years experience in the region as a director at the European Bank for Reconstruction and Development and prior to EBRD, a director at Credit Suisse Asset Management and CS First Boston. Prior to Credit Suisse, he worked for UBS, having started his banking career with Deutsche Bank in 1979. He was appointed a Director of Baring Emerging Europe PLC on 23 July 2008.

Ivo Coulson (52) has over 25 years of experience in the City, first with BZW as a director in their investment management division and then as a director with SG Warburg in their equity trading operation, latterly heading up their closed end fund team. He is currently head of portfolio management at Stanhope Capital LLP, a prominent multi family office based in the West End of London and a non executive director of JPMorgan Smaller Companies Investment Trust PLC. He was appointed a Director of Baring Emerging Europe PLC on 29?September 2010.

Frances Daley (57) trained as a Chartered Accountant with a predecessor firm to Ernst & Young and spent 9 years in Corporate Finance followed by 18 years in various CFO roles. From 2007 to 2012 she was group finance director of the private equity backed Lifeways Group, the UKâ€™s largest provider of specialist support to adults with learning disabilities and mental health needs. She is also Chair of Haven House Childrenâ€™s Hospice and Deputy Chair of James Allenâ€™s Girlsâ€™ School and a non-executive director of Henderson Opportunities Trust PLC. She was appointed a Director of Baring Emerging Europe PLC on 29 April 2014.

Nadya Wells (44) is a Non-Executive Director with over 20 years Emerging and frontier markets experience as a long-term investor and governance specialist. Latterly she spent 13 years with the Capital Group until 2014, as a portfolio manager and analyst with a focus on EMEA markets. Prior to that she was a portfolio manager at INVESCO Asset Management investing in Eastern Europe in closed end funds until 1999. Her experience includes listed and private equity investment, due diligence and work on capital markets development with governments, local exchanges and corporates across the region. She started her career with EY in management consulting. She is also an independent non-executive director on the Supervisory Board of Sberbank of Russia where she sits on audit, risk and strategy committees. She has an MBA from INSEAD. She was appointed to the Board of Baring Emerging Europe PLC on 23 September 2015.

There were no contracts or arrangements subsisting during or at the end of the financial year in which any Director is or was materially interested. No Director held a shareholding in any of the investments in the Companyâ€™s portfolio during the year ended 30 September 2015.

Substantial shareholdings

At 25 November 2015, the Company had received notification of the following disclosable interests in the ordinary share capital of the Company:

	Number of shares	%
City of London Investment Management Ltd	2,579,085 shares	15.14%
Lazard Asset Management LLC	1,738,326 shares	10.20%
Sarasin & Partners LLP	1,294,795 shares	7.60%

Corporate governance

The statement of Corporate Governance, as shown on pages 25 to 30, is incorporated by cross reference into this report.

Going concern

The Directors believe that, having considered the Companyâ€™s investment objectives, risk management policies, capital management policies and procedures, nature of the portfolio and expenditure projections, the Company has adequate resources and an appropriate financial structure in place to continue in operational existence for the foreseeable future. The assets of the Company consist mainly of securities which are readily realisable. For these reasons, they consider that there is reasonable evidence to continue to adopt the going concern basis in preparing the accounts.

Performance against the peer group

Withholding tax

The Company has sought to recover excess withholding tax from companies held in Poland and has engaged KPMG LLP for this exercise. During the year ended 30 September 2010, an amount of Â£208,000 was recovered. This year the remaining amount of Â£224,000 was recovered, plus interest thereon of Â£142,000 and this has now been recognised in the financial statements for the year ended 30?September 2015. As reported in 2011 the Company has engaged KPMG LLP to advise on the recovery of excess withholding tax on dividends received from companies in Russia. An amount of Â£20,000 was recovered in the year to 30 September 2015 and Â£23,000 was recovered in the year to 30 September 2014.

Socially responsible investment

The Board has delegated the investment management function to Baring Fund Managers Limited. The Alternative Investment Fund Managerâ€™s primary objective is to produce superior financial returns to investors. It believes that over the long term sound social, environmental and ethical policies make good business sense and takes these issues into account when, in its view, they have a material impact on either the investment risk or the expected return from an investment.

Global greenhouse gas emissions for the year ended 30 September 2015

The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emission producing sources under the Companies Act 2006 (Strategic Report and Directorsâ€™ Report) Regulations 2013.

Annual?General?Meeting?(â€œAGMâ€)

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 Wednesday, 13 January 2016 at 2.30pm. The formal notice of the AGM is set out on pages 55 to 56. 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.

Authorities to allot shares and to disapply pre-emption rights (Resolutions 11 and 12)

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 Â£85,176 (representing 851,762 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 25 November 2015, being the latest practicable date prior to publication of the notice of meeting on pages 55 to 56 (the â€œNoticeâ€).

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 Companyâ€™s existing shareholders to do so.

Resolution 12 would, if passed, give the Board the authority to allot shares (or sell any shares held in treasury) for cash on a non pre-emptive basis up to an aggregate amount of Â£101,767. This amount represents 1,017,672 shares and is approximately 5% of the total share capital of the Company in issue (including treasury shares) as at 25 November 2015, 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 Groupâ€™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 11 and 12 are approved, the authorities will expire at the conclusion of the AGM in 2017.

Authority to purchase own shares (Resolution 13)

At the AGM held on 15 January 2015, shareholders renewed the Directorâ€™s authority to buyback up to 14.99% of the Companyâ€™s ordinary shares. Pursuant to this authority, a total of 871,819 shares were purchased and cancelled during the year under review. This represented 4.91% of the issued share capital at 30 September 2015. The prices paid for these shares ranged from 455.00p to 588.51p and the total cost amounted to Â£4,480,000. 716,479 further shares have been brought back since the Companyâ€™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 (â€œNAVâ€) 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 2,553,583 ordinary shares as at 25 November 2015, 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 2017 or 12 July 2017, unless such authority has been renewed prior to such time.

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.

Conflict of interest

Section 175 of the Companies Act 2006, which came in to effect on 1 October 2009, introduced a duty for directors to avoid unauthorised conflicts of interest. The Articles of Association approved by Resolution 2 at the General Meeting held on 15 January 2009 allows the Directors to authorise such conflicts and potential conflicts, where appropriate. The Board has expanded the terms of reference of the Audit Committee to review conflicts and potential conflicts and make recommendations to the Board as to whether any such conflicts should be authorised.

Companies Act 2006 Disclosures

In accordance with Section 992 of the Companies Act 2006 the Directors disclose the following information:

â€¢ the Companyâ€™s capital structure is summarised on page 48, voting rights are summarised on page 57, and there are no restrictions on voting rights nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights;

â€¢ there exist no securities carrying special rights with regard to the control of the Company;

â€¢ details of the substantial shareholders in the Company are listed on page 21;

â€¢ the Company does not have an employeesâ€™ share scheme;

â€¢ the rules concerning the appointment and replacement of Directors, amendment of the Articles of Association and powers to issue or buy back the Companyâ€™s shares are contained in the Articles of Association of the Company and the Companies Act 2006;

â€¢ there exist no agreements to which the Company is party to that may affect its control following a takeover bid; and

â€¢ there exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur because of a takeover bid.

The Board recognises the requirement under Section 417(5) of the Act to detail information about environmental matters (including the impact of the Companyâ€™s business on the environment), any Company employees and social and community issues; including information about any policies it has in relation to these matters and effectiveness of these policies. As the Company has no employees or policies in these matters this requirement does not apply. Notwithstanding, the Alternative Investment Fund Manager takes into account these considerations when making investment decisions and determines its voting instructions at investee company meetings accordingly.

Auditor

The Companyâ€™s Auditor, KPMG LLP, has indicated its willingness to continue in office. Resolutions for the re-appointment of KPMG LLP and to authorise the Board to determine its remuneration will be proposed at the Annual General Meeting.

By order of the Board
M. J. Nokes
Secretary
26 November 2015

Statement of Corporate Governance

Introduction

The Board is accountable to the Companyâ€™s shareholders for the governance of the Companyâ€™s affairs and this statement describes how the principles of the 2014 UK Corporate Governance Code (â€œthe Codeâ€) issued by the Financial Reporting Council have been applied to the affairs of the Company. In applying the principles of the Code, the Directors have also taken account of the Code of Corporate Governance published by the Association of Investment Companies (â€œthe AIC Codeâ€), which has established a framework of best practice specifically for the boards of investment trust companies. There is some overlap in the principles laid down by the two Codes and there are some areas where the AIC Code is more appropriate for investment trust companies.

Applications of the Codeâ€™s principles

The Board is committed to high standards of corporate governance and seeks to observe the principles identified in the Code and in the AIC Code. It should be noted that, as an investment trust, most of the Companyâ€™s day-to-day responsibilities are delegated to third parties and the Directors are all non-executive. Thus not all the provisions of the Code are directly applicable to the Company.

The Board

The Board currently consists of six non-executive Directors, two of whom are female and the other four are male and is chaired by Steven Bates. The Chairman and Professor Estrin have both served on the Board for over nine years and under the Code may not be considered to be independent of the Company and the Alternative Investment Fund Manager. The Board however, takes the view that independence is not necessarily compromised by length of tenure on the Board and experience can add significantly to the Boardâ€™s strength. It has therefore been determined that in performing their roles as Directors, the Chairman and Professor Estrin remain wholly independent and all the Directors are considered by the Board to be independent of the Company and the Alternative Investment Fund Manager. Their biographies are set out on page 20. Collectively the Board has the requisite range of business and financial experience which enables it to provide clear and effective leadership and proper stewardship of the Company.

The number of meetings of the Board, the Audit Committee and the Nomination Committee held during the financial year and the attendance of individual Directors are shown below:

	Board	Audit Committee	Nomination Committee
Number of meetings in the yearÂ	5	2	1
Steven Bates	5	2	1
Josephine Dixon (retired 15 January 2015)	1	1	0
Saul Estrin	5	1	1
Jonathan Woollett	5	2	1
Ivo Coulson	4	1	1
Frances Daley	5	2	1
Nadya Wells (appointed 23 September 2015)	1	0	1

All of the Directors attended the Annual General Meeting held in January 2015, apart from Nadya Wells who was appointed on 23 September 2015.

In addition, as part of its responsibility to monitor investments, the Board visited, along with the portfolio manager, a number of companies and authorities in Poland during September 2015.

The Board deals with the Companyâ€™s affairs, including the consideration of overall strategy, the setting and monitoring of investment policy and the review of investment performance. The Alternative Investment Fund Manager takes decisions as to asset allocation and the purchase and sale of individual investments. The Board papers circulated before each meeting contain full information on the financial condition of the Company. Key representatives of the Alternative Investment Fund Manager attend most of the Board meetings, enabling Directors to probe further or seek clarification on matters of concern.

Matters specifically reserved for discussion by the full Board have been defined and a procedure adopted for the Directors to take independent professional advice if necessary at the Companyâ€™s expense.

The Chairman of the Company is a non-executive Director. A senior non-executive Director has not been identified as the Board is comprised entirely of non-executive Directors.

Performance evaluation/re-election of Directors

An appraisal process has been established in order to review the effectiveness of the Board, the Committees and individual Directors. This process involves the Chairman meeting with individual Directors to obtain their views on the performance of the Board and its Committees. In addition, the other Directors meet collectively once a year to evaluate the performance of the Chairman. The Board has also reviewed the Chairmanâ€™s and Directorsâ€™ other commitments and is satisfied that the Chairman and other Directors are capable of devoting sufficient time to the Company.

The performance of the Company is considered in detail at each Board meeting.

Board Committees

The Board believes that the interests of shareholders in an investment trust company are best served by limiting its size so that all Directors are able to participate fully in all the activities of the Board. It is for this reason that the membership of the Audit and Nomination Committees is the same as that of the Board as a whole.

Audit Committee

The Directors have appointed an Audit Committee consisting of the whole Board, and is chaired by Frances Daley. The Boardâ€™s view is that the members of the Committee, taken as a whole, have the necessary recent and relevant financial experience. The Audit Committee reviews audit matters within clearly-defined written terms of reference (copies of which are available upon request from the Company Secretary).

In particular, the Committee shall review and challenge where necessary:

â€¢ the consistency of, and any changes to, accounting policies both on a year on year basis and across the Company;

â€¢ the methods used to account for significant or unusual transactions where different approaches are possible;

â€¢ whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;

â€¢ the clarity of disclosure in the Companyâ€™s financial reports and the context in which statements are made; and

â€¢ all material information presented with the financial statements, such as the Strategic Report and the Statement of Corporate Governance (insofar as it relates to the audit and risk management).

The main significant issue that the Committee has considered is around the completeness, valuation and existence of quoted investments at the year ended 30 September 2015. The Committee is satisfied that the investments at the year ended 30 September 2015 exist and are correctly valued at fair value (which is the bid market price for listed investments).

The Committee meets at least twice a year and is responsible for reviewing the annual and interim reports, the nature and scope of the external audit and the findings therefrom, and the terms of appointment of the Auditor, including its remuneration and the provision of any non-audit services. Non audit services provided by the Auditor mainly comprised work on the Companyâ€™s taxation affairs. The Committee has considered the independence of the Auditor and the objectivity of the audit process and is satisfied that KPMG LLP has fulfilled its obligations to shareholders. The Audit Committee will meet if required with the Auditor to review the proposed audit programme of work and the findings of the Auditor. The Committee shall also use this as an opportunity to assess the effectiveness of the audit process. KPMG LLP has been the Companyâ€™s Auditor for the last ten years and there has been no re-tendering of the Audit in that time. To comply with the provision in the Code the Company will review the option to re-tender the external audit on a regular basis.

The Audit Committee regularly reviews the terms of the different service providers to the Company including contracts with the Alternative Investment Fund Manager, the Company Secretary and the Depositary and Custodian. The Audit Committee meets representatives of the Alternative Investment Fund Manager and its Compliance Officer who provides reports on the proper conduct of business in accordance with the regulatory environment in which both the Company and the Alternative Investment Fund Manager operate. The Companyâ€™s external Auditor also attends this Committee at its request and report on its findings in relation to the Companyâ€™s statutory audit.

As the Company has no employees, section C.3.4 of the Code, which deals with arrangements for staff to raise concerns in confidence about possible improprieties in respect of financial reporting or other matters, is not directly relevant to it. The Audit Committee has however, confirmed with the Alternative Investment Fund Manager and the administrator that they do have â€œwhistle blowingâ€ policies in place for their staff.

The Chairman of the Audit Committee will be present at the AGM to deal with questions relating to the financial statements.

Nomination Committee

The Nomination Committee consists of the whole Board and is chaired by the Chairman. The Committee meets at least annually and terms of reference are in place which include reviewing the Boardâ€™s size, structure and diversity, succession planning and training. Possible new Directors are identified against the requirements of the Companyâ€™s business and the need to have a balanced Board. External search consultants may be used to ensure that a wide range of candidates can be considered.

A Director who has been appointed during the year is required under the provisions of the Companyâ€™s Articles of Association, to retire and seek election by shareholders at the next Annual General Meeting. The Articles also require a Director who has held office at the time of the two preceding Annual General Meetings and who did not retire at either to seek re-election. In addition, a Director who has held office with the Company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting, shall retire from office and may seek re-election by the members. Notwithstanding the provisions of the Articles of Association, the Board has adopted a policy that Directors will offer themselves for annual re-election except where they intend to retire at an Annual General Meeting.

The Board appointed one new Director, Nadya Wells, during the year upon the recommendation of the Committee. This followed the appointment of a search agency for the purpose of finding a Director. The Committee considered an extensive list of candidates put forward by the search company and interviewed a short list of individuals for the position. A recommendation was then made to the Board and following acceptance by the Board as a whole, the appointment was confirmed.

The Committee recommended to the Board, with the relevant Directors absenting themselves from these discussions, the nominations for re-election of the Chairman, Mr Coulson, Mr Woollett and Frances Daley for the following reasons, and Nadya Wells who offers herself for election following her appointment to the Board on 23 September 2015:

â€¢ The Chairman, who was appointed a Director in 2003, has significant experience in both emerging and developed markets and has continued to lead the Board well.

â€¢ Mr Coulson, who was appointed a Director in 2010, has significant experience in the investment management industry and has been significantly involved with the Boardsâ€™ shareholder relations.

â€¢ Mr Woollett, who was appointed a Director in 2008, has over 20 years experience in the Emerging European region with experience in both private equity and financial services.

â€¢ Ms Frances Daley, who was appointed a Director on 29 April 2014, has significant financial and accounting experience.

â€¢ Ms Nadya Wells, who was appointed a Director on 23 September 2015, has significant experience in the investment management industry.

Professor Estrin has decided to retire from the Board and will not seek re-election at the AGM.

Remuneration

The Board as a whole considers Directorsâ€™ remuneration and therefore has not appointed a separate remuneration committee. As the Company is an investment trust and all Directors are non-executive, the Company is not required to comply with the Code in respect of executive Directorsâ€™ remuneration. The Directorsâ€™ remuneration policy and Directorsâ€™ fees are detailed in the Directorsâ€™ Remuneration report on page 33.

Risk management and internal control

The 2014 UK Corporate Governance Code requires the Directors, at least annually, to review the effectiveness of the Companyâ€™s system of risk management and internal control and to report to shareholders that they have done so. This encompasses a review of all controls, which the Board has identified as including business, financial, operational, compliance and risk management.

The Directors are responsible for the Companyâ€™s system of risk management and internal control which is designed to safeguard shareholdersâ€™ investment and the Companyâ€™s assets, maintain proper accounting records and ensure that financial information used within the business, or published, is reliable. However, such a system can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore can only provide reasonable, but not absolute, assurance against fraud, material misstatement or loss

The Board as a whole is primarily responsible for the monitoring and review of risks associated with investment matters and the Audit Committee is primarily responsible for other risks.

As the Board has contractually delegated to external parties the investment management, the depositary and custodial services and the day-to-day accounting and company secretarial requirements, the Company relies significantly upon the internal controls operated by those companies. Therefore the Directors have concluded that the Company should not establish its own internal audit function. The Board continues to monitor its system of internal control in order to ensure it operates as intended and the Directors review annually whether an internal audit function is required. Alternative investment fund management services are provided by BFM and details of the agreement with BFM are given in note 3 to the accounts. The Depositary and Custodian is State Street Bank & Trust Company Limited. Secretarial services are provided by Northern Trust Global Services Limited.

The risk map has been considered at all regular meetings of the Board and Audit Committee. As part of the risk review process, regular reports are received from the Alternative Investment Fund Manager on all investment matters including compliance with the investment mandate, the performance of the portfolio compared with the Benchmark Index and compliance with investment trust status requirements.

The Board also receives and reviews annual reports from the Alternative Investment Fund Manager and the Depositary and Custodian on their internal controls and their operation. These reports are designed to provide details of the internal control procedures operated by the relevant entity and include a report by an independent reporting accountant.

The Board confirms that appropriate procedures to review the effectiveness of the Companyâ€™s system of internal control have been in place which cover all controls including financial, operational and compliance controls and risk management. An assessment of internal control, which includes a review of the Companyâ€™s risk map, an assessment of the quality of reports on internal control from the service providers and the effectiveness of the Companyâ€™s reporting process, is carried out on an annual basis.

Accountability and audit

Set out on page 32 is a Statement by the Directors of their responsibilities in respect of the accounts.

As noted earlier, an Audit Committee has been established consisting of independent Directors.

The Board as a whole regularly reviews the terms of the management and secretarial contracts.

The Directors who held office at the date of approval of this Directorsâ€™ report confirm that, so far as they are each aware, there is no relevant audit information of which the Companyâ€™s Auditor is unaware; and each Director has taken all the steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the Companyâ€™s Auditor is aware of that information.

The Directors were covered by directorsâ€™ and officersâ€™ insurance that was in place during the financial year and at the date of this report.

As permitted by the Companyâ€™s Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity, as defined by Section 234 of the Companies Act 2006. The indemnities were executed on 20 April 2011 and are currently in?force.

Relations with shareholders

The Board regularly reviews the Alternative Investment Fund Managerâ€™s contacts with the Companyâ€™s shareholders and monitors its shareholder profile. The Board supplements this with some direct contact with shareholders and is available to speak with any shareholder who wishes to do so. The Board supports the principle that the Annual General Meeting be used to communicate with private investors. The full Board attends the Annual General Meeting and the Chairman of the Board chairs the meeting. Details of the proxy votes received in respect of each resolution are made available to shareholders at the meeting. The Alternative Investment Fund Manager attends to give a presentation to the meeting. A quarterly newsletter is produced by the Alternative Investment Fund Manager and is available to shareholders.

If a shareholder would like to contact the Board directly, he or she should write to the Chairman at 155 Bishopsgate, London EC2M 3XY and mark their letter private and confidential.

Corporate Governance and Voting Policy

The Company delegates responsibility for voting to its Alternative Investment Fund Manager, Baring Fund Managers Limited (â€œBFMâ€). BFM have in turn delegated this responsibility to Baring Asset Management Limited (â€œBAMâ€). The following is a summary of Barings statement on corporate governance and voting policy which has been noted by the Board. The full policy is available from the Barings website (www.barings.com) and is contained within the paper titled â€œCorporate engagement at Baringsâ€ dated June 2014.

â€œBarings is charged to secure a satisfactory rate of return on capital entrusted to it by its clients. We do this by providing companies with their risk capital, buying stocks and shares which we believe will outperform the broader market and deliver these returns to our clients.

We assess these companies and decide which to invest in through a process of fundamental research. As long-term investors, corporate engagement is at the heart of what we do. It is particularly relevant for equity investing, where we will develop and maintain a purposeful dialogue on strategy, performance and the management of risk, but it is also an integral part of the investment process for sub-investment grade (or â€œhigh yieldâ€) credit.

In our assessment of the risk factors, before making an investment in these classes we will take in to account the corporate governance structure of the company; judging whether the structure could inhibit the delivery of good returns and whether the interests of the management are aligned with those of the investors in the company.

We make use of an external agency, Institutional Shareholder Services (ISS) Voting Services to assist on our voting procedures. ISS gives recommendations which we assess and then we vote in accordance with what we believe to be in the best interests of our clients.â€

Evaluation of performance of Alternative Investment Fund Manager

Investment performance is reviewed at each regular Board meeting at which representatives of the Alternative Investment Fund Manager are required to provide answers to any questions raised by the Board. The Board conducts an annual formal review of the Alternative Investment Fund Manager which includes consideration of:

â€¢ performance compared with Benchmark Index and peer group;

â€¢ investment resources dedicated to the Company;

â€¢ investment management fee arrangements and notice period compared with the peer group; and

â€¢ marketing effort and resources provided to the Company.

The Board believes that Baring Fund Managers Limited has served the Company well both in terms of investment portfolio management and general support and confirms the continuation of its appointment.

Statement of compliance

The Board considers that it has complied with all the material provisions set out in Section 1 of the Code throughout the year. It did not, however, comply with the following provisions as explained above:

â€¢ due to the small size of the Board and nature of the business a separate remuneration committee has not been established;

â€¢ a senior non-executive Director has not been identified;

â€¢ the Chairman is a member of the Audit Committee; and

â€¢ there is no internal audit function.

By order of the Board
M. J. Nokes
Secretary
26 November 2015

Audit Committee report

The composition and summary terms of reference of the Audit Committee are set out on pages 26 and 27.

The Audit Committee met in April 2015 and considered the form and content of the Companyâ€™s half year report to 31 March 2015 which was published on 7 May 2015. The Committee also reviewed the key risks of the Company and the Internal control framework operating to control risk. The Committee also reviewed the terms of engagement of the audit firm and its proposed programme for the year end audit. The Committee met again in November 2015 and reviewed the outcome of the audit work and the final draft of the financial statements for the year ended 30 September 2015. During this review the Audit Committee met with representatives of both the Alternative Investment Fund Manager and the Administrator and sought assurances where necessary.

Significant accounting matters

The Audit Committee in its work consider that the key accounting issue in relation to the financial statements is the valuation and existence of quoted investments.

Valuation and existence of quoted investments

As part of the day to day controls of the Company there are regular reconciliations between the accounting records and the records kept by the custodian of the assets they safeguard which are owned by the Company. During the year and at the year end there were no matters brought to light which call in to question that the key controls in this area were not working, or that the existence of assets recorded in the books of account are not held in safe custody.

As more fully explained in note 1 (b) on page 42 at the year ended 30 September 2015 the Committee agreed that the fair value of quoted investments is the bid market price.

The external Auditor attended the year end Audit Committee meeting on 16 November 2015 and presented a report on the audit findings which did not include any significant issues in relation to the financial statements. During that meeting the Audit Committee satisfied itself that the Auditor was independent and also concluded to keep under review putting the audit out to tender. KPMG LLP have been the Auditor since the launch of the Company in 2002 and during that time the audit has not been put out to tender.

Contracts for non-audit services must be notified to the Audit committee who consider any such engagement in the light of the requirement to maintain audit independence. The Committee believe that all such appointments for non-audit work were appropriate and unlikely to influence the audit independence.

During the year the value of non-audit services provided by KPMG LLP amounted to Â£24,000 (30 September 2014: Â£12,000). Whilst non-audit services as a proportion of audit services amount to approximately 80%, the overall quantum of non-audit services is not considered to be material and a significant proportion of the non-audit services provided relate to the following matters:

â€¢ the provision of tax compliance work Â£7,000 (30 September 2014: Â£7,000);

â€¢ the provision of withholding tax recovery work in Russia Â£13,000 (30 September 2014: Â£5,000); and

â€¢ the provision of withholding tax recovery work in Poland Â£4,000 (30 September 2014: Â£nil).

In finalising the financial statements for recommendation to the Board for approval the Committee has considered whether the going concern principle is appropriate, and concluded that it is. The Audit Committee has also satisfied itself that the Annual Report and financial statements taken as a whole are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Companyâ€™s performance, business model and strategy.

Frances Daley
Chairman of the Audit Committee
26 November 2015

Statement of Directorsâ€™ responsibilities in respect of the Annual Report and the financial statements

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

â€¢ select suitable accounting policies and then apply them consistently;

â€¢ make judgments and estimates that are reasonable and prudent;

â€¢ state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

â€¢ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Companyâ€™s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directorsâ€™ report, Directorsâ€™ Remuneration report and Corporate Governance statement that comply with that law and those regulations.

The financial statements are published on the www.bee-plc.com website, which is maintained by Baring Asset Management Limited. The maintenance and integrity of the website maintained by Baring Asset Management Limited is, so far as it relates to the Company, the responsibility of Baring Asset Management Limited. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual report

We confirm to the best of our knowledge that:

a) the financial information has been prepared in accordance with applicable UK accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

b) the Annual Report and financial statements, to be published shortly, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face; and

c) the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Companyâ€™s performance, business model and strategy.

For and on behalf of the Board
Steven Bates
Chairman
26 November 2015

Directorsâ€™ Remuneration report

for the year ended 30 September 2015

This report is presented in accordance with Section 421 of the Companies Act 2006. As the Board of Directors is comprised solely of non-executive Directors, it is exempt under the Listing Rules from appointing a Remuneration Committee. The determination of the level of fees paid to Directors, which are reviewed on a periodic basis, is dealt with by the whole Board.

The Directorsâ€™ and their familiesâ€™ interests in the Companyâ€™s shares are stated below (non-audited):

Beneficial	25 November 2015	30 September 2015	30 September 2014
Steven Bates	3,000	3,000	3,000
Saul Estrin	1,000	1,000	1,000
Jonathan Woollett	3,000	3,000	3,000
Ivo Coulson	2,000	2,000	2,000
Frances Daley	3,000	3,000	3,000
Nadya Wells (appointed 23 September 2015)	â€“	â€“	â€“

Directorsâ€™ remuneration policy

The Companyâ€™s Articles of Association limit the aggregate fees payable to the Board of Directors. Subject to this overall limit, currently Â£175,000, it is the Companyâ€™s policy to determine the level of Directorsâ€™ fees having regard to fees payable to non-executive Directors in the industry generally, the role that individual Directors fulfil, and the time committed to the Companyâ€™s affairs.

No Director has a service contract with the Company. A Director may be removed without notice and compensation will not be due on leaving office.

The Company does not provide pension benefits, rights to any bonuses, share options or long-term incentive schemes for Directors.

Directorsâ€™ emoluments for the year (audited)

The Directors who served during the year received the following emoluments in the form of fees:

	2015	2014
	Â£000	Â£000
Steven Bates	33.0	32.2
Josephine Dixon (retired 15 January 2015)	8.0	26.9
Saul Estrin	25.0	24.4
Jonathan Woollett	25.0	24.4
Ivo Coulson	25.0	24.4
Frances Daley	26.8	10.6
Nadya Wells (appointed 23 September 2015)	0.6	â€“
Total	143.4	142.9

During the year ended 30 September 2015 the Chairman received a fee of Â£33,000 per annum, the Chairman of the Audit Committee received a fee of Â£27,500 per annum and other Directors Â£25,000 per annum.

Share price performance (not audited)

The following graph compares the share price and net asset value performance against the Benchmark Index (MSCI EM Europe 10/40 Index):

[GRAPHIC REMOVED]

Relative importance of spend on pay (audited)

The following table compares the remuneration paid to the Directors with aggregate distributions to shareholders in the year to 30 September 2015 and the prior year. This disclosure is a statutory requirement, however, the Directors consider that comparison of Directorsâ€™ remuneration with annual dividends does not provide a meaningful measure relative to the Companyâ€™s overall performance as an investment trust with an objective of providing shareholders with long-term capital growth.

	Year ended 30 September 2015	Year ended 30 September 2014	Change
	Â£000	Â£000	Â£000
Aggregate Directorsâ€™ emoluments plus expenses	143	143	â€“
Aggregate shareholder distributions in respect of the year	4,083	3,567	516

Statement of voting at the Annual General Meeting

At the Annual General Meeting of the Company held on 14 January 2014 a binding resolution was put to shareholders to approve the Directorsâ€™ Remuneration Policy set out in the 2013 annual financial report. This resolution was passed on a show of hands. The proxy votes registered in respect of the binding resolution were:

	For	Against	Withheld
Number of proxy votes	9,570,895	68,943	5,334

Voting at last Annual General Meeting

At the Annual General Meeting of the Company held on 15 January 2015 an advisory resolution was put to shareholders to approve the Directorsâ€™ Remuneration report, set out in the 2014 annual financial report. This resolution was passed on a show of hands. The proxy votes registered in respect of the advisory resolution were:

	For	Against	Withheld
Number of proxy votes	8,753,095	80,641	13,879

Approval

A resolution for the approval of the Directorsâ€™ Remuneration report for the year ended 30?September 2015 will be proposed at the Annual General Meeting.

By order of the Board
M. J. Nokes
Secretary
25 November 2015-

Independent Auditorâ€™s report to the members of Baring Emerging Europe PLC only

Opinions and conclusions arising from our audit

1. Our opinion on the financial statements is unmodified

We have audited the financial statements of Baring Emerging Europe plc for the year ended 30 September 2015 set out on pages 38 to 54. In our opinion the financial statements:

â€¢ give a true and fair view of the state of the Companyâ€™s affairs as at 30 September 2015 and of its loss for the year then ended;

â€¢ have been properly prepared in accordance with UK Accounting Standards; and

â€¢ have been prepared in accordance with the requirements of the Companies Act 2006.

2. Our assessment of risks of material misstatement

In arriving at our audit opinion above on the financial statements the risk of material misstatement that had the greatest effect on our audit was as follows:

Carrying amount of quoted investments (Â£103.7m)

The risk: The Companyâ€™s portfolio of quoted investments makes up 97.2% of the Companyâ€™s Total Assets (by value) and is the key driver of its performance. We do not consider these investments to be at high risk of material misstatement, or to be subject to a significant level of judgment because they comprise largely liquid and quoted investments. However, due to their materiality in the context of the financial statements as a whole, they are considered to be the area which had the greatest effect on our overall audit strategy and allocation of resources in planning and completing our audit.

Our response: Our procedures over the completeness, valuation and existence of the Companyâ€™s quoted investment portfolio included:

â€¢ assessing the processes in place to record investment transactions and to value of the portfolio;

â€¢ agreeing the valuation of 100% of investments in the portfolio to externally quoted prices; and

â€¢ agreeing 100% of investment holdings in the portfolio to independently received third party confirmations.

3. Our application of materiality and an overview of the scope of our audit

The materiality for the financial statements as a whole was set at Â£1.07m, determined with reference to a benchmark of total assets, of Â£106.6m, of which it represents 1%.

We report to the Audit Committee any corrected and uncorrected identified misstatements exceeding Â£53k, in addition to other identified misstatements that warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the materiality level specified above and was all performed at the administratorâ€™s head office in London.

4. Our opinion on other matters prescribed by the Companies Act 2006 is unmodified

In our opinion:

â€¢ the part of the Directorsâ€™ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;

â€¢ the information given in the Strategic Report and the Directorsâ€™ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

â€¢ the information given in the Corporate Governance Statement set out on page 28 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements.

5. We have nothing to report on the disclosures of principal risks

Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to:

â€¢ the Directorsâ€™ Statement of Viability on page 17, concerning the principal risks, their management, and, based on that, the Directorsâ€™ assessment and expectations of the Companyâ€™s continuing in operation over the 3 years to November 2018; or

â€¢ the disclosures in note 1 of the financial statements concerning the use of the going concern basis of accounting.

6. We have nothing to report in respect of the matters on which we are required to report by exception

Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the annual report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading.

In particular, we are required to report to you if:

â€¢ we have identified material inconsistencies between the knowledge we acquired during our audit and the Directorsâ€™ Statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Companyâ€™s performance, business model and strategy; or

â€¢ the Audit Committee Report does not appropriately address matters communicated by us to the Audit Committee.

Under the Companies Act 2006 we are required to report to you if, in our opinion:

â€¢ adequate accounting records have not been kept by the Company , or returns adequate for our audit have not been received from branches not visited by us; or

â€¢ the financial statements and the part of the Directorsâ€™ Remuneration Report to be audited are not in agreement with the accounting records and returns; or

â€¢ certain disclosures of Directorsâ€™ remuneration specified by law are not made; or

â€¢ we have not received all the information and explanations we require for our audit; or

â€¢ a Corporate Governance Statement has not been prepared by the Company.

Under the Listing Rules we are required to review:

â€¢ the Directorsâ€™ Statement, set out on page 21, in relation to going concern; and

â€¢ the part of the Corporate Governance Statement on pages 25 to 30 relating to the Companyâ€™s compliance with the eleven provisions of the 2014 UK Corporate Governance Code specified for our review.

We have nothing to report in respect of the above responsibilities.

Scope and responsibilities

As explained more fully in the Directorsâ€™ Responsibilities Statement set out on page 32, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. A description of the scope of an audit of financial statements is provided on the Financial Reporting Councilâ€™s website at www.frc.org.uk/auditscopeukprivate. This report is made solely to the Companyâ€™s members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions.

Ravi Lamba (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL

26 November 2015

Income statement

(incorporating the Revenue Account*) for the year ended 30 September 2015

		Year ended 30 September 2015	Year ended 30 September 2015	Year ended 30 September 2015	Year ended 30 September 2014	Year ended 30 September 2014	Year ended 30 September 2014
		Revenue	Capital	Total	Revenue	Capital	Total
	Notes	Â£000	Â£000	Â£000	Â£000	Â£000	Â£000
Losses on investments held
at fair value through profit or loss	9	â€“	(30,590)	(30,590)	â€“	(29,326)	(29,326)
Income	2	5,569	â€“	5,569	5,903	â€“	5,903
Investment management fee	3	(434)	(434)	(868)	(594)	(592)	(1,186)
Other expenses	4	(806)	â€“	(806)	(1,008)	â€“	(1,008)
Net loss before finance
costs and taxation		4,329	(31,024)	(26,695)	4,301	(29,918)	(25,617)
Finance costs	5	(54)	(40)	(94)	(15)	â€“	(15)
(Loss)/return on ordinary
activities before taxation		4,275	(31,064)	(26,789)	4,286	(29,918)	(25,632)
Taxation	6	(218)	â€“	(218)	(665)	â€“	(665)
(Loss)/return attributable to
ordinary shareholders		4,057	(31,064)	(27,007)	3,621	(29,918)	(26,297)

Return per ordinary share	8	22.05p	(168.86)p	(146.81)p	18.55p	(153.31)p	(134.76)p

*The total column of this statement is the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations.

The annexed notes on pages 42 to 54 form part of these accounts.

The supplementary revenue and capital columns are both prepared under the guidance published by the Association of Investment Companies.

A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Company have been reflected in the above statement.

Balance sheet

as at 30 September 2015

		2015	2014
	Notes	Â£000	Â£000
Non current assets
Investments at fair value through profit or loss	9	103,676	130,700
Current assets
Debtors	10	890	726
Cash at bank and in hand		2,080	804
		2,970	1,530
Creditors: amounts falling due within one year	11	(11,698)	(674)
Net current (liabilities)/assets		(8,728)	856
Net assets		94,948	131,556
Capital and reserves
Called-up share capital	12	2,107	2,222
Share premium account		1,411	1,411
Redemption reserve		2,681	2,566
Capital reserve		80,672	117,796
Revenue reserve		8,077	7,561
Total equity shareholdersâ€™ funds		94,948	131,556
Net asset value per share	13	534.87p	695.92p

The financial statements on pages 38 to 54 were approved by the Board on 26 November 2015 and signed on its behalf by:

Steven Bates

Chairman

The annexed notes on pages 42 to 54 form part of these accounts.

Company registration number 4560726

Reconciliation of movement in shareholdersâ€™ funds

for the year ended 30 September 2015

	Called-up	Share
	share	premium	Redemption	Capital	Revenue
	capital	account	reserve	reserve	reserve	Total
	Â£000	Â£000	Â£000	Â£000	Â£000	Â£000
For the year ended 30 September 2015
Beginning of year	2,222	1,411	2,566	117,796	7,561	131,556
Return for the year	â€“	â€“	â€“	(31,064)	4,057	(27,007)
Buyback of own shares
for cancellation	â€“	â€“	â€“	(6,060)	â€“	(6,060)
Transfer to capital
redemption reserve	(115)	â€“	115	â€“	â€“	â€“
Dividends paid	â€“	â€“	â€“	â€“	(3,541)	(3,541)
Balance at 30 September 2015	2,107	1,411	2,681	80,672	8,077	94,948

	Called-up	Share
	share	premium	Redemption	Capital	Revenue
	capital	account	reserve	reserve	reserve	Total
	Â£000	Â£000	Â£000	Â£000	Â£000	Â£000
For the year ended 30 September 2014
Beginning of year	2,357	1,411	2,431	157,486	7,645	171,330
Return for the year	â€“	â€“	â€“	(29,918)	3,621	(26,297)
Buyback of own shares
for cancellation	â€“	â€“	â€“	(9,772)	â€“	(9,772)
Transfer to capital
redemption reserve	(135)	â€“	135	â€“	â€“	â€“
Dividends paid	â€“	â€“	â€“	â€“	(3,705)	(3,705)
Balance at 30 September 2014	2,222	1,411	2,566	117,796	7,561	131,556

The annexed notes on pages 42 to 54 form part of these accounts.

Cashflow statement

for the year ended 30 September 2015

		Year ended	Year ended
		30 September	30 September
		2015	2014
	Notes	Â£000	Â£000
Operating activities
Income received from investments		5,349	5,951
Interest received		142	â€“
Investment management fees paid		(868)	(1,215)
Other cash payments		(814)	(1,019)
Net cash inflow from operating activities	14	3,809	3,717
Servicing of finance
Interest paid		(94)	(16)
Taxation
Overseas tax paid		(218)	(677)
Financial investment
Purchases of investments		(107,111)	(115,443)
Sales of investments		103,585	123,077
Net cash (outflow)/inflow from financial investment		(3,526)	7,634
Equity dividends paid		(3,541)	(3,705)
Net cash (outflow)/inflow before financing		(3,570)	6,953
Financing
Drawdown of bank loan		10,853	â€“
Buyback of ordinary shares		(6,007)	(9,461)
Net cash inflow/(outflow) from financing		4,846	(9,461)
Increase/(decrease) in cash	15	1,276	(2,508)

The annexed notes on pages 42 to 54 form part of these accounts.

Notes to the accounts

1. Accounting policies

A summary of the principal policies, all of which have been applied consistently throughout the year, is set out below:

(a) Basis of accounting

This financial information is prepared under accounting policies set out in accordance with United Kingdom Generally Accepted Accounting Practice (â€˜UK GAAPâ€™) and with the Statement of Recommended Practice â€˜Financial Statements of Investment Trust Companies and Venture Capital Trustsâ€™ (the â€˜SORPâ€™) issued by the AIC in January 2009.

All of the Companyâ€™s operations are of a continuing nature.

This financial information has been prepared under the historical cost convention, as modified by the revaluation of investments and derivative financial instruments at fair value through profit or loss. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The financial statements have been prepared on the going concern basis.

(b) Valuation of investments

Upon initial recognition the investments are designated by the Company as â€œat fair value through profit or lossâ€. They are included initially at fair value which is taken to be their cost, including expenses incidental to purchase. Subsequently the investments are valued at fair value which is bid market price for listed investments. Unquoted investments are included at a valuation determined by the Directors after discussion with the Alternative Investment Fund Manager on the basis of the latest accounting and other relevant information.

Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are included in the capital column of the income statement within â€œGains/(losses) from investments held at fair value through profit or lossâ€. All purchases and sales are accounted for on a trade date basis.

Year-end exchange rates are used to translate the value of investments which are denominated in foreign currencies.

Transactions denominated in foreign currencies are translated into sterling at actual exchange rates as at the date of the transaction or, where appropriate, at the rate of exchange in a related forward exchange contract. Monetary assets and liabilities denominated in foreign currencies at the year-end are reported at the rates of exchange prevailing at the year-end or, where appropriate, at the rate of exchange in a related forward exchange contract. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in capital reserve. Foreign exchange movements on fixed asset investments are included in the Income Statement within gains on investments held at fair value through profit or loss.

(d) Income

Investment income, which includes related taxation, has been accounted for on an ex-dividend basis or when the Companyâ€™s right to the income is established.

Interest receivable on deposits is accounted for on an accruals basis.

(e) Expenses

All expenses are accounted for on an accruals basis and are charged as follows:

â€¢ the basic investment management fee is charged 50% to revenue and 50% to capital;

â€¢ any investment performance bonus payable to Baring Fund Managers Limited is charged wholly to?capital;

â€¢ dealing costs are charged wholly to capital; and

â€¢ other expenses are charged wholly to revenue.

(f) Interest payable

Interest payable is accounted for on an accruals basis, and is charged 50% to revenue and 50% to capital.

(g) Capital reserve

Gains or losses on disposal of investments and changes in fair values of investments are transferred to the capital reserve. Any investment performance fee payable to Baring Fund Managers Limited is accounted for in the capital reserve.

(h) Special reserve

Pursuant to a special resolution passed on 8 November 2002, the Companyâ€™s application to reduce its share premium account was approved by the High Court and registered with the Registrar of Companies on 18 December 2002. The amount of the reduction was Â£86,624,982, representing the share premium arising on the issue of shares by the Company on 17 December 2002. This amount was transferred to a special reserve which has been utilised for the repurchase by the Company of its own shares.

(i) Taxation

The charge for taxation is based upon the net revenue for the year. The tax charge is allocated to the revenue and capital accounts according to the marginal basis whereby revenue expenses are first matched against taxable income arising in the revenue account; the effect of this for the year ended 30 September 2015 was that all the deductions for tax purposes went to the revenue account.

Deferred taxation will be recognised as an asset or a liability if transactions have occurred at the balance sheet date that give rise to an obligation to pay more taxation in the future, or a right to pay less taxation in the future. An asset will not be recognised to the extent that the transfer of economic benefit is uncertain.

2. Income

	2015	2014
	Â£000	Â£000
Income from investments
Overseas dividends â€“ Quoted	5,427	5,903
Interest received*	142	â€“
	5,569	5,903

*Interest on withholding tax recovered from the Polish tax authorities.

3. Investment management fee

Baring Fund Managers Limited (â€œBFMâ€) acts as the Alternative Investment Fund Manager (â€œAIFMâ€) of the Company under an agreement terminable by either party giving not less than six monthsâ€™ written notice. Under this agreement BFM receives a basic fee (charged 50% to revenue and 50% to capital) which is calculated monthly and payable at an annual rate of 0.8% of the net asset value of the Company.

In addition under the agreement BFM is entitled to a performance fee (charged to capital) which is payable at the rate of 10% of the amount by which the change in the Companyâ€™s net asset value per share (on a total return basis) exceeds the Benchmark Index and any previous underperformance must be recovered before any fee is payable. The performance fee is capped at 0.6% of the net asset value of the Company on the first day of the performance period. The performance fee is calculated annually on 30 September. The whole of the performance fee is charged to the capital account as it is deemed to have arisen entirely as a result of the capital performance of the Company. No performance fee was payable for either of the years ended 30 September 2015 and 30 September 2014.

The investment management fee comprises:

	2015	2014
	Â£000	Â£000
Basic fee (50% charged to revenue)	434	594
Basic fee (50% charged to capital)	434	592
	868	1,186

At 30 September 2015, Â£130,000 (30 September 2014: Â£188,000) of this fee remained outstanding.

4. Other expenses

	2015	2014
	Â£000	Â£000
Custody and administration expenses	609	824
Auditorâ€™s remuneration for:
â€“ audit	30	29
â€“ other services*	24	12
Directorsâ€™ fees	143	143
	806	1,008

* KPMG LLP other services includes Â£13,000 for withholding tax recovery work in Russia, Â£4,000 for withholding tax recovery work in Poland and Â£7,000 for corporation tax compliance work (2014: Â£5,000 for withholding tax recovery work in Russia and Â£7,000 for corporation tax compliance work).

5. Finance costs

	2015	2014
	Â£000	Â£000
On short-term loan and gearing facility with State Street Bank & Trust Company
repayable within 5 years, not by installments
Bank committment fee (100% charged to revenue)	14	15
Bank loan interest (50% charged to revenue)	40	â€“
Bank loan interest (50% charged to capital)	40	â€“
	94	15

6. Taxation

(a) Current tax charge for the year:

	2015	2015	2015	2014	2014	2014
	Revenue	Capital	Total	Revenue	Capital	Total
	Â£000	Â£000	Â£000	Â£000	Â£000	Â£000
Overseas taxation* (note 6(b))	218	â€“	218	665	â€“	665

* Overseas taxation is shown net of Â£224,000 which was recovered from the Polish tax authorities (2014: Â£nil) and of Â£20,000 which was recovered from the Russian tax authorities (2014: Â£23,000)

(b) Factors affecting the current tax charge for the year

The taxation rate assessed for the year is different from the standard rate of corporation taxation in the UK. The differences are explained below:

	2015	2015	2015	2014	2014	2014
	Revenue	Capital	Total	Revenue	Capital	Total
	Â£000	Â£000	Â£000	Â£000	Â£000	Â£000
Return on ordinary activities
before taxation	4,275	(31,064)	(26,789)	4,286	(29,918)	(25,632)
Return on ordinary activities
multiplied by the standard rate of
corporation tax of 20.5% (2014: 22.0%)	876	(6,368)	(5,492)	943	(6,582)	(5,639)
Effects of:
Non taxable overseas dividends	(1,113)	â€“	(1,113)	(1,299)	â€“	(1,299)
Overseas withholding tax	218	â€“	218	665	â€“	665
Capital losses not deductible for tax	â€“	6,271	6,271	â€“	6,452	6,452
Loan relationship deficit not utilised	â€“	8	8	â€“	â€“	â€“
Management expenses not utilised	237	89	326	356	130	486
Current tax charge for the year	218	â€“	218	665	â€“	665

The Company is not liable to tax on capital gains due to its status as an investment trust.

The Company has an unrecognised deferred tax asset of Â£1,491,000 (2014: Â£1,115,000 ) based on the long term prospective corporation tax rate of 20% (2014: 20%). This asset has accumulated because deductible expenses have exceeded taxable income in past years. No asset has been recognised in the accounts because, given the composition of the Companyâ€™s portfolio, it is not likely that this asset will be utilised in the foreseeable future.

7. Dividend

	2015	2015	2014	2014
	Pence per share	Â£000	Pence per share	Â£000
Annual dividend per ordinary share	23.00p	4,083	19.00p	3,592

8. Return per ordinary share

			Total			Total
	Revenue	Capital	2015	Revenue	Capital	2014
Return per ordinary share	22.05p	(168.86)p	(146.81)p	18.55p	(153.31)p	(134.76)p

Revenue return (earnings) per ordinary share is based on the net revenue on ordinary activities after taxation of Â£4,057,000 (2014: Â£3,621,000).

Capital return per ordinary share is based on net capital losses for the financial year of Â£(31,064,000) (2014: net capital losses of Â£(29,918,000).

These calculations are based on the weighted average of 18,395,544 (2014: 19,515,035) ordinary shares in issue during the year.

9. (i) Fixed asset investments

	Quoted	Total	Quoted	Total
	overseas	2015	overseas	2014
Country of listing	Â£000	Â£000	Â£000	Â£000
Georgia	1,379	1,379	â€“	â€“
Greece	â€“	â€“	6,742	6,742
Hungary	â€“	â€“	5,490	5,490
Poland	19,407	19,407	15,695	15,695
Russia	54,978	54,978	74,473	74,473
Turkey	23,747	23,747	19,867	19,867
Other	4,165	4,165	8,433	8,433
Total	103,676	103,676	130,700	130,700

9. (ii) Movements in the year

	Quoted		Total	Quoted		Total
	overseas	Unquoted	2015	overseas	Unquoted	2014
	Â£000	Â£000	Â£000	Â£000	Â£000	Â£000
Book cost at beginning of year	143,748	26	143,774	158,215	26	158,241
Gains/(losses) on investments
held at beginning of year	(13,048)	(26)	(13,074)	9,684	(26)	9,658
Valuation at beginning of year	130,700	â€“	130,700	167,899	â€“	167,899
Movements in year:
Purchases at cost	106,921	â€“	106,921	115,204	â€“	115,204
Sales proceeds	(103,650)	â€“	(103,650)	(123,077)	â€“	(123,077)
Losses on investments
sold in year	(13,019)	â€“	(13,019)	(6,593)	â€“	(6,593)
Losses on investments
held at year end	(17,276)	â€“	(17,276)	(22,733)	â€“	(22,733)
Valuation at end of year	103,676	â€“	103,676	130,700	â€“	130,700

Expenses incidental to the purchase or sale of investments are included within the purchase cost or deducted from sales proceeds. Transaction costs on purchases for the year ended 30 September 2015 amounted to Â£169,000 (2014: Â£205,000) and on sales for the year they amounted to Â£143,000 (2014: Â£178,000).

9. (iii) Losses on investments

	2015	2014
	Â£000	Â£000
Losses on investments sold in the year	(13,314)	(6,593)
Losses on investments held at year end	(17,276)	(22,733)
Total losses on investments	(30,590)	(29,326)

A list of the Companyâ€™s investments by market value is shown on pages 12 and 13, and a geographical classification and industrial classification of the investment portfolio are shown on pages 10 and 14.

10. Debtors

	2015	2014
	Â£000	Â£000
Amounts due within one year
Amounts due from brokers	85	â€“
Prepayments and accrued income	771	693
Other debtors	34	33
	890	726

11. Creditors

	2015	2014
	Â£000	Â£000
Amounts falling due within one year
Bank loans	11,223	â€“
Amounts outstanding to brokers due to the buyback of own shares	121	311
Other creditors	354	363
	11,698	674

The Company has a US$20 million loan facility with State Street Bank and Trust Company. Under this facility, the Company may draw up to a maximum principal amount of US$20 million in varying proportions and for varying periods at prevailing interest rates. The amount outstanding in relation to this facility at 30 September 2015 was US$17 million (at 30 September 2014: US$ nil), which is repayable on 31 December 2015, interest is charged at the rate of LIBOR plus 1.25%.

12. Called-up share capital

	2015	2014
	Â£000	Â£000
Allotted, issued and fully paid up
21,069,931 (2014: 22,222,250) ordinary shares of 10 pence (fully paid)	2,107	2,222

During the year 1,152,319 ordinary shares were repurchased for cancellation for Â£6,060,000 (2014: 1,344,000 ordinary shares were repurchased for cancellation for Â£9,772,000). During the year no ordinary shares were repurchased to be held in treasury and no ordinary shares which were held in treasury were cancelled. The Company holds 3,318,207 ordinary shares in treasury which are treated as not being in issue when calculating the number of ordinary shares in issue during the year (2014: 3,318,207 ordinary shares were held in treasury). Shares held in treasury are non-voting and not eligible for receipt of dividends. Subsequent to the year end a further 716,479 shares have been repurchased for cancellation.

13. Net asset value per share

Total shareholdersâ€™ funds and the net asset value per share attributable to the ordinary shareholders at the year-end calculated in accordance with the Articles of Association were as follows:

	2015	2014
Total shareholdersâ€™ funds (Â£000)	94,948	131,556
Net asset value (pence per share)	534.87p	695.92p

The net asset value per share is based on total shareholdersâ€™ funds above, and on 17,751,724 ordinary shares in issue at the year end (2014: 18,904,043 ordinary shares in issue) which excludes 3,318,207 ordinary shares held in treasury (2014: 3,318,207 ordinary shares held in treasury). The ordinary shares held in treasury are treated as not being in issue when calculating the net asset value per share.

14. Reconciliation of net return before finance?costs and taxation to net cash outflow from operating activities

	2015	2014
	Â£000	Â£000
Total net loss before finance costs and taxation	(26,695)	(25,617)
Net capital return before finance costs and taxation	31,024	29,918
(Decrease)/increase in accrued income	(78)	47
Decrease in sundry creditors	(8)	(39)
Investment management fee (50% charged to capital)	(434)	(592)
Net cash inflow from operating activities	3,809	3,717

15. Analysis of changes in cash during the year

	2015	2014
	Â£000	Â£000
Beginning of year	804	3,312
Net cash outflow	(1,276)	(2,508)
End of year	2,080	804
Analysis of balance:
Bank balance	2,080	804

16. Financial commitments

At 30 September 2015, there were no outstanding capital commitments (2014: nil).

17. Custodianâ€™s lien

Under the terms of the Depositary and Custody Agreement with State Street Bank & Trust Company (â€œState Streetâ€), the Company has granted a lien over its securities and other assets that are deposited with State Street to cover all sums due in connection with the Depositary and Custody Agreement.

18. Related party disclosures

Under FRS 8, the Company is required to provide additional information concerning its relationship with the Alternative Investment Fund Manager, BFM, and details of the investment management fee charged by Baring Fund Managers Limited are set out in note 3. The ultimate holding company of BFM is Massachusetts Mutual Life Insurance Company.

19. Risk management policies and procedures

As an investment trust the Company invests in equities and other investments for the long-term so as to secure its investment objective stated on page 3. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either a reduction in the Companyâ€™s net assets or a reduction of the profits available for dividends.

These risks, include market risk (comprising currency risk, interest rate risk, and other price risk), liquidity risk, and credit risk, and the Directorsâ€™ approach to the management of them are set out below.

The objectives, policies and processes for managing the risks, and the methods used to measure the risks, that are set out below, have not changed from the previous accounting period.

(a) Market risk

Special considerations and risk factors associated with the Companyâ€™s investments are discussed on page 4. The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements â€“ currency risk (see (b) below), interest rate risk (see (c) below) and other price risk (see (d) below). The Board of Directors reviews and agrees policies for managing these risks, which have remained substantially unchanged from those applying in the year ended 30 September 2014. The Companyâ€™s Alternative Investment Fund Manager assesses the exposure to market risk when making each investment decision, and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.

(b) Currency risk

Some of the Companyâ€™s assets, liabilities, and income, are denominated in currencies other than sterling (the Companyâ€™s functional currency, and in which it reports its results). As a result, movements in the rate of exchange between sterling and the currencies of the countries in which the Company invests, which are identified in the table shown in note 9, may affect the sterling value of those items. In addition the Companyâ€™s uninvested cash balances are usually held in US dollars.

Management of the risk

The Alternative Investment Fund Manager monitors the Companyâ€™s exposure and reports to the Board on a regular basis.

Income denominated in foreign currencies is converted to sterling on receipt. The Company does not use financial instruments to mitigate the currency exposure in the period between the time that income is included?in the financial statements and its receipt.

Foreign currency exposures

At 30 September 2015 monetary assets included cash balances totalling Â£2,080,000 (2014: Â£804,000) that were held in US dollars.

At 30 September 2015 monetary liabilities included a bank loan totalling Â£11,223,000 (2014: Â£nil) that was due in US dollars.

At 30 September 2015 and at 30 September 2014 all of the equity investments were priced in a foreign currency.

Foreign currency sensitivity

The following table illustrates the sensitivity of the revenue return for the year in regard to the Companyâ€™s monetary financial assets to changes in the exchange rates for the various currencies to which the Company is exposed.

If sterling had weakened by an average of 10%, this would have had the following effect:

	2015	2014
	Â£000	Â£000
Income statement â€“ profit after taxation:
Revenue return â€“ increase	419	426
Capital return â€“ increase	10,368	13,070
Total	10,787	13,496

If sterling had strengthened by an average of 10%, this would have had the following effect:

	2015	2014
	Â£000	Â£000
Income statement â€“ profit after taxation:
Revenue return â€“ decrease	(419)	(426)
Capital return â€“ decrease	(10,368)	(13,070)
Total	(10,787)	(13,496)

Impact on capital return is disclosed in note 19 (d).

Interest rate movements may affect the level of income receivable on cash deposits.

Cash at bank at 30 September 2015 (and 30 September 2014) was held at floating interesting rates, linked to current short-term market rates.

Interest rate movements may affect the interest payable on the Companyâ€™s variable rate borrowings.

Management of the risk

The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when borrowing under the bank loan facility.

Interest rate exposure

The exposure at 30 September 2015 of financial assets and financial liabilities to floating interest rates is shown below:

	2015	2014
	Total	Total
	(within one year)	(within one year)
	Â£000	Â£000
Exposure to floating interest rates:
Cash at bank	2,080	804
Creditors:
Borrowings under bank loan facility	(11,223)	â€“
	(9,143)	804

Interest rate sensitivity

The Company is primarily exposed to interest rate risk through its bank loan facility.

Due to the insignificant impact of fluctuations in interest rates no sensitivity analysis is shown.

(d) Other price risk

Other price risk (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect the value of the quoted and unquoted equity investments.

Management of the risk

The Board of Directors believe that as the Companyâ€™s investment objective is to provide exposure to Emerging European Securities its neutral position in respect of this risk is full exposure to the market as represented by its Benchmark Index. The Alternative Investment Fund Manager has been given discretion around the Benchmark Index to enable it to add value. The amount by which the portfolio diverges from the Benchmark Index is closely monitored by the Board with the goal of ensuring that the risk taken is proportionate to the value added.

Concentration of exposure to other price risk

An analysis of the Company weighting versus Benchmark Index and a sector breakdown and geographical allocation of the portfolio is contained in the Alternative Investment Fund Managerâ€™s report on pages 10 and?14.

Other price risk sensitivity

The following table illustrates the sensitivity of the profit after taxation for the year and the equity to an increase or decrease of 10% in the fair values of the Companyâ€™s equities. This level of change is considered to be reasonably possible based on observation of current market conditions. The sensitivity analysis is based on the Companyâ€™s equities at each balance sheet date, with all other variables held constant.

	Increase in	Decrease in	Increase in	Decrease in
	fair value	fair value	fair value	fair value
	2015	2015	2014	2014
	Â£000	Â£000	Â£000	Â£000
Income statement â€“ profit after taxation:
Capital return â€“ increase/(decrease)	10,368	(10,368)	13,070	(13,070)
Total profit after taxation other than arising from interest rate
or currency risk â€“ increase/(decrease)	10,368	(10,368)	13,070	(13,070)
Equity	10,368	(10,368)	13,070	(13,070)

(e) Liquidity risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Management of the risk

Liquidity risk is not significant as the majority of the Companyâ€™s assets are investments in quoted equities that are readily realisable.

The Company has a bank loan facility of US$20 million of which Â£11,223,000 (2014: Â£nil) was drawn down at 30 September 2015.

Liquidity risk exposure

The contractual maturities of the financial liabilities at 30 September 2015, based on the earliest date on which payment can be required were as follows:

	2015	2014
	Total	Total
	(due within one year)	(due within one year)
	Â£000	Â£000
Bank loan	11,223	â€“
Other creditors and accruals	475	674
	11,698	674

The Board gives guidance to the Alternative Investment Fund Manager as to the maximum amount of the Companyâ€™s resources that should be invested in any one holding. The policy is that the Company should remain fully invested in normal market conditions and that short-term borrowing may be used to manage short-term cash requirements.

(f) Credit risk

The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss.

Management of the risk

This risk is not significant, and is managed as follows:

â€¢ the majority of transactions take place through clearing houses on a delivery versus payment basis;

â€¢ investment transactions are carried out with an approved list of brokers, whose credit-standing is reviewed periodically by the Alternative Investment Fund Manager, and limits are set on the amount that may be due from any one broker; and

â€¢ cash at bank is held only with reputable banks with high quality external credit ratings.

None of the Companyâ€™s financial assets are secured by collateral or other credit enhancements.

(g) Fair values of financial assets and liabilities

Financial assets and liabilities are either carried in the balance sheet at their fair value (investments), or the balance sheet amount if it is a reasonable approximation of fair value (amounts due from brokers, dividends receivable, accrued income, amounts due to brokers, accruals and cash balances).

The table below sets out fair value measurements using the FRS29 fair value hierarchy.

		Total
Financial assets at fair value through profit or loss at 30 September 2015:	Level 1	2015
	Â£000	Â£000
Equity investments	103,676	103,676
Total	103,676	103,676

		Total
Financial assets at fair value through profit or loss at 30 September 2014:	Level 1	2014
	Â£000	Â£000
Equity investments	130,700	130,700
Total	130,700	130,700

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 â€“ valued using quoted prices in active markets for identical assets.

Level 2 â€“ valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1 (there are no Level 2 investments at 30 September 2015).

Level 3 â€“ valued by reference to valuation techniques using inputs that are not based on observable market data (there are no Level 3 investments at 30 September 2015).

The valuation techniques used by the Company are explained in the accounting policies note on page 42.

Notice of Annual General Meeting

THIS SECTION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Notice is hereby given that the Annual General Meeting of the Company will be held at 155 Bishopsgate, London EC2M 3XY on Wednesday, 13 January 2016, at 2:30pm to consider and, if thought fit, pass the following resolutions, which will be proposed as to resolutions 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 as ordinary resolutions, and as to resolutions 12 and 13 as special resolutions:

Ordinary?business

1. To receive the Directorsâ€™ report and statement of accounts for the year ended 30 September 2015.

2. To approve the Directorsâ€™ Remuneration report for the year ended 30 September 2015.

3. To approve the annual dividend.

4. To re-elect Steven Bates as a Director of the Company.

5. To re-elect Ivo Coulson as a Director of the Company.

6. To re-elect Jonathan Woollett as a Director of the Company.

7. To re-elect Frances Daley as a Director of the Company.

8. To elect Nadya Wells as a Director of the Company.

9. To re-appoint KPMG LLP as Auditor of the Company from the conclusion of this meeting until the conclusion of the next general meeting at which the financial statements are laid before members.

10. To authorise the Directors to determine the Auditorâ€™s remuneration.

Special business

11. Authority to allot new ordinary shares â€“ Ordinary Resolution:

That, the Board be and it is 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) up to an aggregate nominal amount of Â£85,176, (being approximately 5% of the issued share capital of the Company as at 25 November 2015 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 Board 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.

12. Authority to disapply pre-emption rights on allotment of ordinary shares â€“ Special Resolution:

That if resolution 11 set out in the notice convening the Annual General Meeting of the Company dated 26 November 2015 (the Notice) is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) 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 Companies Act 2006, free of the restriction in section 561(1) of the Companies Act 2006, such power to be limited:

(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 Board 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 11 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 Companies Act 2006, to the allotment or such transfer (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of Â£101,767;

such power to apply until the earlier of the conclusion of the Annual General Meeting of the Company in 2017, or 12 July 2017, 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.

13. Authority to repurchase the Companyâ€™s shares â€“ Special Resolution:

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 â€œsharesâ€) provided that:

(a) the maximum number of shares hereby authorised to be purchased shall be 2,553,583 (being approximately 14.99% of the issued share capital of the Company as at 25 November 2015 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;

(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 2017, or 12 July 2017, 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.

By order of the Board
M. J. Nokes
Secretary
155 Bishopsgate
London EC2M 3XY

26 November 2015

Notes to the Notice of Annual General Meeting

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Companyâ€™s registrars, Capita Asset Services (contact details can be found on page 2).

2. To be valid any proxy form or other instrument appointing a proxy must be received by post using the enclosed Business Reply Envelope, or (during normal business hours only) by hand at the offices of the Companyâ€™s registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 2:30pm on Monday, 11 January 2016 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day).

3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.

4. Any 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 â€œNominated Personâ€) 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.

5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

6. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company at 6:00pm on Monday, 11 January 2016 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

7. As at 25 November 2015 (being the last business day prior to the publication of this Notice) the Companyâ€™s issued share capital consisted of 17,035,245 ordinary shares, carrying one vote each (excluding 3,318,207 shares held in treasury by the Company in relation to which voting rights are suspended). Therefore, the total voting rights in the Company as at 25 November 2015 are 17,035,245.

8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 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.

9. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message

(a â€œCREST Proxy Instructionâ€) must be properly authenticated in accordance with Euroclear UK & Ireland Limitedâ€™s specifications,

and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is 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 issuerâ€™s agent (ID RA10) by 2:30pm on Monday, 11 January 2016 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuerâ€™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.

10. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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, 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

11. 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.

12. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

13. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Companyâ€™s accounts (including the auditorâ€™s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company 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 Companyâ€™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.

14. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or 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.

15. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found at www.bee-plc.com.

Inspection of documents

The following documents will be available for inspection at the Companyâ€™s registered office from 26 November 2015 until the time of the AGM and at the AGM location from 15 minutes before the AGM until it ends:

â€¢ Copies of letters of appointment of the non-executive Directors

Baring Asset Management Limited
155 Bishopsgate
London EC2M 3XY
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.

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Barings Emerging Emea Opportunities (BEMO)

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