Results of AGM and General Meeting and Tender T...

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24 January 2017

BARING EMERGING EUROPE PLC

Results of AGM and General Meeting and Tender Take up

On 15 December 2016, the Company announced the publication of a circular (the "Circular") in respect of a tender offer for up to 10 per cent. of the issued share capital of the Company (excluding any Shares held in treasury) (the "Tender Offer"). Terms used in this announcement and not otherwise defined shall have the same meaning as in the Circular.

Results of AGM and General Meeting

At the Annual General Meeting of the Company held on 24 January 2017 all the resolutions that were proposed were duly approved.  The resolutions approved included resolutions to authorise the Company to issue shares, including shares held in treasury, and to purchase its own shares.

In addition, at the General Meeting of the Company held on 24 January 2017 the special resolutions to approve the repurchase of shares by the Company in connection with the Tender Offer, and to change the Company’s investment policy as described in the circular to Shareholders dated 15 December 2016, were duly approved.

A copy of the resolutions passed at the Annual General Meeting, other than the resolutions relating to the ordinary business of the Annual General Meeting, and a copy of the special resolutions passed at the General Meeting have been submitted to the National Storage Mechanism located at http://www.hemscott.com/nsm.do.

Tender Take up

Following the deadline for receipt of tenders on 20 January 2017, a total of 7,571,053 Shares (representing approximately 47.74 per cent. of the issued share capital of the Company, excluding any Shares held in treasury) had been validly tendered by Shareholders under the Tender Offer.

As certain Shareholders have not tendered Shares or have tendered less than their Basic Entitlement, Shareholders who tendered in excess of the Basic Entitlement will have approximately 7.29 per cent. of their excess tenders satisfied. In accordance with the terms and conditions set out in Part V of the Circular and after any fractional entitlements under the Tender Offer have been rounded down, subject to the Tender Offer becoming unconditional, J.P. Morgan Cazenove will therefore acquire 1,585,858 Shares, representing approximately 10.00 per cent. of the issued share capital of the Company (excluding any Shares held in treasury).

The Tender Offer remains conditional upon:

(i) J.P. Morgan Cazenove being satisfied that the Company has paid the aggregate amount payable under the Tender Offer into an account by 4.00 p.m. on 26 January 2017 (or such later date and time as the parties may agree) in accordance with the terms of the Repurchase Agreement;

(ii) the Tender Offer not having been terminated in accordance with paragraph 8 of Part V of the Circular prior to the fulfilment of the conditions referred to in sub-paragraphs 2.1(i) to (iii) (inclusive) of that Part V; and

 (iii) J.P. Morgan Cazenove being satisfied, acting in good faith, that the Company has complied with its obligations, and is not in breach of any of the warranties and undertakings given by it, under the Repurchase agreement.

The expected timetable for the completion of the Tender Offer is as follows:

Calculation Date for Tender Price	close of business on 24 January 2017
Announcement of Tender Price	by close of business on 25 January 2017
Trade Date for Shares submitted for Tender Offer	27 January 2017
Settlement of proceeds through CREST in respect of Tender Offer shares to uncertificated Shareholders	31 January 2017
Despatch of settlement proceeds by cheque in respect of Tender Offer shares to certificated Shareholders	by 3 February 2017

Unless otherwise stated, all references to time in this document are to London time.

Enquiries:

Steven Bates
Chairman, Baring Emerging Europe PLC
Tel: [phone]

William Simmonds
J.P. Morgan Cazenove
Tel: [phone]

Martin Salmon / Graham Venables
Northern Trust
Tel: [phone]