Half-yearly Report

FIDELITY SPECIAL VALUES PLC

Half-Yearly Report for the six months ended 29 February 2008

Contents

The Investment Objective
Summary of Results
Half-Yearly Report
Responsibility Statement
Top 20 Holdings
Financial Statements
Investor Information
Directory
Notice of Meeting
Appendix


Investment Objective

The investment objective of the Company is to achieve long-term
capital growth from an actively managed portfolio of special situation
investments, consisting primarily of securities listed or traded on the London
Stock Exchange.

Returns (%)

                                            6 months to                  From launch to
                                            29 February                     17 November
                                                   2008                            1994
Capital Returns
Net Asset Value ("NAV") per share                  -9.9                          +496.5
Share price                                       -13.5                          +439.2
FTSE All-Share Index                               -7.6                           +93.1
Total Returns (1)
NAV per share total return                         -8.8                          +560.8
Share price total return                          -12.4                          +503.8
FTSE All-Share Index total return                  -6.5                          +188.3


1 Total return includes reinvested income

Standardised performance (on a total return basis) (%)

                          01/03/03  01/03/04  01/03/05  01/03/06  01/03/07
                             to        to        to        to        to
                          29/02/04  28/02/05  28/02/06  28/02/07  29/02/08

NAV per share                +62.9     +19.5     +31.3     +11.5      -2.8
Share price                  +74.8     +17.2     +24.3      +8.4      -7.5
FTSE All-Share               +31.9     +15.0     +22.3     +11.6      -2.7
Index


Sources: Fidelity and Datastream

Past performance is not a guide to future returns



                                       29 February  31 August        %
                                              2008       2007   change
Assets
Total assets employed (1)                 £361.93m   £416.59m    -13.1
Shareholders' funds                       £326.93m   £376.59m    -13.2
Borrowings as % of shareholders'             10.7%      10.6%
funds
Borrowings less cash as % of                  6.6%       2.8%
shareholders' funds (2)
NAV per share                              568.00p    630.75p     -9.9
Number of shares in issue:              57,557,003 59,704,660
Stock market Data
FTSE All-Share Index                      3,013.02   3,260.48     -7.6
Share price     period end                 512.00p    592.00p    -13.5
                high                       596.00p    619.50p
                low                        489.25p    506.00p
Discount        period end                    9.9%       6.1%
                high                          4.6%       2.7%
                low                          11.2%       9.2%

Returns for the six months to end             2008       2007
February
Capital (loss)/gain per ordinary          (58.82p)     46.81p
share
Capital + revenue (loss)/gain per         (56.88p)     47.23p
ordinary share


1 Total assets less liabilities, excluding fixed term loan
  liabilities

2 Includes cash held and investment in cash funds; excludes amounts
  held at futures clearing houses and brokers


Past performance is not a guide to future returns.



                             Half-Yearly Report:

HALF-YEARLY RETURNS:

NAV -9.9% to 568p per Share;
Share Price -13.5% to 512p; Benchmark -7.6%

In the six months to 29 February 2008 the Company's net asset value
has declined by 9.9% to 568p per share. The major reason behind the decline
has been the weak UK stock market as a consequence of both the international
and our own UK banking crises. On the back of that and of a widening of the
discount (from 6.1% to 9.9%), the share price fell by even more, 13.5% to
512p.

The table on page 1 shows the total returns, which include the
effect of dividends received and paid.

STOCK MARKET & PORTFOLIO REVIEW:

The first half of the financial year has been one of the more
turbulent of the last few years. The problems in the US banking industry,
initially set off by bad loans to the residential property market, intensified
and led to a general credit crisis with a collapse of confidence in the US
banking system. It looks as though it has now led to a slowdown in the US
economy, which may in turn affect the global economy. The international credit
crisis is not unique to the United States and similar credit problems have
arisen in the UK and in its banking industry. A banking crisis always has a
severe effect on stock markets and so it has proved over the last six months.

While Central Banks have moved to reduce interest rates and
increase banking liquidity, the markets have not yet recovered. They are
unlikely to do so until the issue of bad loans and investments made by the
banking industries in the US and Europe is sorted out; it could take some
time. At the same time, inflation has not moderated, with commodity and food
prices still rising strongly. This is providing a dilemma for Central Banks,
which are torn between helping economies and fighting inflation. Although the
Bank of England cut rates three times, by a quarter percent each in December,
February and April, to 5% it remains concerned about both of the risks.

With the increasing uncertainty in the markets there has been a
general `flight to safety' and the shares of large companies have started to
outperform others for the first time in many years. However there were also
very divergent returns from the different sectors in the UK stock market.
Those from resources stocks were the best, driven by higher commodity prices
and by an increase in merger and acquisition activity in the mining sector,
with BHP Billiton bidding for Rio Tinto and approaches being made to Xstrata.
Not surprisingly in the circumstances, the returns from bank stocks were the
worst.

The value of the Company's portfolio benefited particularly from
its holdings in the oil and gas industry and it had a relatively small
exposure to the banking sector, thus avoiding some of the severe declines in
that sector's share prices. However with little invested in the mining sector
the portfolio did not benefit from the activity in it. Media stocks, a
significant part of the Company's portfolio, have exposure to advertising and
suffered as the economy started to slow.

The Company's portfolio has been positioned more defensively over
the last year, with a greater percentage invested in large companies; focusing
on those with strong balance sheets and with an international business
exposure.

During the six month period the Company continued to hold a good
deal of cash, which offset the effect on the net asset value of our
borrowings. While it is the long term policy to have borrowings of between 15%
and 20% of shareholders' funds in normal times, our - that is the Board's and
the Manager's - view of the market remains one of caution. Whilst we still
have £35 million of borrowings, our borrowings net of cash and cash
equivalents position at the end of the period amounted to £21.5 million
(6.6%).

Analysis of NAV movement

                                      Pence         %

NAV as at 31 August 2007              630.75
Impact of:
- Index                               -41.30     -6.55
- Stock Selection                     -11.22     -1.78
- Share Repurchases                     1.47      0.23
- Gearing                              -6.95     -1.10
- Other costs                          -3.55     -0.56
Cash/Residual                          -1.20     -0.19

NAV as at 29 February 2008            568.00



APPOINTMENT OF DIRECTOR

On the 1 January 2008 Ben Thomson, Chairman of Noble & Company, was
appointed a Director of the Company.

CHANGE OF PORTFOLIO MANAGER

As shareholders will be aware, on 1 January 2008, after many years
of producing excellent returns for shareholders, Anthony Bolton formally
stepped down as the Company's portfolio manager and handed the responsibility
to Sanjeev Shah. Sanjeev has been with Fidelity since 1996 and has been
managing funds since 2002. He spent the last four months of 2007 working very
closely with Anthony and meeting the management of the majority of companies
in which the portfolio is invested. Given the broad similarities in Anthony
and Sanjeev's style and approach, there has been no significant change in the
composition of the portfolio and the transition has been successfully
completed.

VAT ON MANAGEMENT FEES

The European Court of Justice has found in favour of the claim by
JPMorgan Claverhouse PLC that HM Revenue and Customs had been wrong in
requiring investment trusts to pay VAT on their management fees. Although the
Company will be able to recover some of the VAT paid over the past years, no
account has been taken of any repayment of VAT in the accompanying financial
statements as there is still uncertainty regarding the amount which will be
recovered. The Company is no longer paying VAT on its management fees.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board believes that the principal risks and uncertainties faced
by the Company continue to fall into two broad categories. The first, external
risks, being stockmarket, share price and discount and the second, internal
risks, being portfolio and governance, operational, financial, compliance,
administration etc. Information on each of these is given in the Business
Review section of the Annual Report for the year ended 31 August 2007.

NEW ARTICLES OF ASSOCIATION

Finally, the Board has decided to convene an Extraordinary General
Meeting for 10 July 2008 (the formal notice for which appears towards the end
of this announcement) at which a special resolution will be proposed to adopt
new articles of association (the "New Articles") in order to update the
Company's current articles of association (the "Current Articles") primarily
to take account of changes in English company law brought about by the
Companies Act 2006. The Company is also proposing changes to its Current
Articles to incorporate dispute resolution provisions, all as detailed in the
Appendix that follows the Notice.

The principal changes introduced in the New Articles are summarised
in the Appendix. Other changes, which are of a minor, technical or clarifying
nature merely reflect changes made by the Companies Act 2006 have not been
noted in the Appendix. The New Articles showing all the changes to the Current
Articles are available for inspection, as described in note 9 to the Notice.

By order of the Board

Fidelity Investments International

17 April 2008

Enquiries:

Mrs Tracey Cousins, Senior Company Secretary, Fidelity Investments
International

01737 836883

Mr Richard Miles, Corporate Communications, Fidelity Investments
International

020 7961 4921

RESPONSIBILITY STATEMENT

The Directors confirm to the best of their knowledge that:

a) the condensed set of financial statements contained within the
half-yearly financial report has been prepared in accordance with the UK
Accounting Standards Board's Statement `Half-Yearly Financial Reports';

b) the half-yearly report narrative on pages 3, 4 and 5
(constituting the interim management report) includes a fair review of the
information required by Rule 4.2.7R of the FSA's Disclosure and Transparency
Rules and their impact on the condensed set of financial statements and a
description of the principal risks and uncertainties for the remaining six

months of the financial year; and

c) in accordance with Disclosure and Transparency Rule 4.2.8R there
have been no related parties transactions during the six months to 29 February
2008 and therefore nothing to report on any material effect by such a
transaction on the financial position or the performance of the Company during
that period; and there have been no changes in this position since the last
annual report that could have a material effect on the financial position or
performance of the

Company in the first six months of the current financial year.

The half-yearly financial report has not been audited or reviewed
by the Company's auditors.

The half-yearly financial report was approved by the Board on 17
April 2008 and the above responsibility statement was signed on its behalf by
Alex Hammond-Chambers, Chairman.



Top 20 Holdings as at 29 February 2008

               Holding                 Market Value      % (1)

                                           £'000

Reed Elsevier                             16,902          4.7
International publishing company
GlaxoSmithKline                           16,125          4.5
Pharmaceutical company
HSBC                                      14,212          3.9
Banking and financial services
organisation
Vodafone                                  13,019          3.6
Mobile telecommunications company
BG                                        11,571          3.2
Oil and gas company
Alliance & Leicester                      11,522          3.2
Financial services company
Statoil                                   11,390          3.1
Norwegian oil and gas company
Royal Dutch Shell 'A'                     10,641          2.9
Petroleum company
Provident Financial                       10,350          2.9
International personal finance and
insurance company
Compass                                   10,131          2.8
International food service provider
BSkyB                                      9,812          2.7
Broadcasting company
Smith & Nephew                             9,186          2.5
Develops and markets advanced medical
devices
Pearson                                    8,256          2.3
Global publishing company
Premier Farnell                            8,176          2.3
Electronic components and equipment
distributing company
HBOS                                       7,732          2.1
Diversified financial services group
British Land                               6,394          1.8
Property company
Tesco                                      5,952          1.6
Food retailer
MW Tops                                    5,882          1.6
Guernsey based closed-end investment
company
Bayer                                      5,659          1.6
German pharmaceutical and chemical
company
Gcap Media                                 5,265          1.5
Radio stations operator
Top 20 holdings                           198,177        54.8


1 % total assets less liabilities, excluding loan liabilities




FIDELITY SPECIAL VALUES PLC

Income Statement

                     for the six months ended    for the year ended     for the six months ended
                             29.02.08                 31.08.07                  28.02.07

                            unaudited                  audited                  unaudited
 
                     revenue  capital    total revenue capital   total revenue capital       total

                       £'000    £'000    £'000   £'000   £'000   £'000   £'000   £'000       £'000

(Losses)/gains on          - (34,406) (34,406)       -  49,999  49,999       -  30,412      30,412
investments
Income (Note 2)        4,322        -    4,322  11,763       -  11,763   3,852       -       3,852
Investment           (1,848)        -  (1,848) (4,577)       - (4,577) (2,276)       -     (2,276)

management fee
Other expenses         (270)        -    (270)   (461)       -   (461)   (227)       -       (227)
Exchange                 (4)     (44)     (48)       3       -       3       1     (1)           -
(losses)/gains
Net return/(loss)      2,200 (34,450) (32,250)   6,728  49,999  56,727   1,350  30,411      31,761
before
finance costs and
taxation
Interest payable     (1,064)        -  (1,064) (2,165)       - (2,165) (1,074)       -     (1,074)
Net return/(loss)      1,136 (34,450) (33,314)   4,563  49,999  54,562     276  30,411      30,687
on ordinary
activities before
taxation
Taxation on return       (2)        -      (2)   (188)       -   (188)     (1)       -         (1)
on ordinary
activities (Note 3)
Net return/(loss)      1,134 (34,450) (33,316)   4,375  49,999  54,374     275  30,411      30,686
on ordinary
activities after
taxation for
the period
Return/(loss) per      1.94p (58.82p) (56.88p)   6.91p  78.94p  85.85p   0.42p  46.81p      47.23p
ordinary
share (Note 4)


A Statement of Total Recognised Gains and Losses has not been prepared as
there are no gains and losses other than those reported in this Income
Statement.

The total column of the Income Statement is the profit and loss account of the
Company.

These financial statements have been prepared in accordance with the AIC
Statement of Recommended Practice ("SORP") issued in January 2003 and revised
in December 2005.



Reconciliation of Movements in Shareholders' Funds

                     called   share    capital    other non-  capital    capital revenue    total
                   up share premium redemption distributable  reserve    reserve reserve   equity

                    capital account    reserve       reserve realised unrealised

                      £'000   £'000      £'000         £'000    £'000      £'000   £'000    £'000

Opening              16,339  95,058        404         5,152  193,393     44,001   3,576  357,923
shareholders'
funds: 1 September
2006
Net recognised            -       -          -             -   36,221    (5,810)       -   30,411
gains/(losses) for
the
period
Repurchase of         (284)       -        284             -  (6,286)          -       -  (6,286)
ordinary
shares
Revenue after             -       -          -             -        -          -     275      275
taxation
Dividend paid             -       -          -             -        -          - (2,437)  (2,437)
Closing              16,055  95,058        688         5,152  223,328     38,191   1,414  379,886
shareholders'
funds: 28 February
2007
Opening              16,339  95,058        404         5,152  193,393     44,001   3,576  357,923
shareholders'
funds: 1 September
2006
Net recognised            -       -          -             -   72,267   (22,268)       -   49,999
gains/(losses) for
the
year
Repurchase of       (1,413)       -      1,413             - (33,270)          -       - (33,270)
ordinary
shares
Revenue after             -       -          -             -        -          -   4,375    4,375
taxation
Dividend paid             -       -          -             -        -          - (2,437)  (2,437)
Closing              14,926  95,058      1,817         5,152  232,390     21,733   5,514  376,590
shareholders'
funds: 31 August
2007
Net recognised            -       -          -             -   25,718   (60,168)       - (34,450)
gains/(losses) for
the
period
Repurchase of         (537)       -        537             - (11,923)          -         (11,923)
ordinary
shares
Revenue after             -       -          -             -        -          -   1,134    1,134
taxation
Dividend paid             -       -          -             -        -          - (4,426)  (4,426)
Closing              14,389  95,058      2,354         5,152  246,185   (38,435)   2,222  326,925
shareholders'
funds: 29 February
2008
 



Balance Sheet

                                                29.02.08 31.08.07  28.02.07
                                               unaudited  audited unaudited

                                                   £'000    £'000     £'000
Fixed assets
Investments at fair value through profit         347,533  383,826   388,446
or loss
Current assets
Debtors                                            7,292    4,303     3,136
Amounts held at futures clearing houses            1,549    2,018         -
and brokers
Fidelity Institutional Cash Fund plc               9,578   10,342         -
Cash at bank                                       3,883   19,269    33,407
                                                  22,302   35,932    36,543
Creditors - amounts falling due within one
year
Fixed rate unsecured loan (Note 8)                     -  (5,000)   (5,000)
Other creditors                                  (7,910)  (3,168)   (5,103)
                                                 (7,910)  (8,168)  (10,103)
Net current assets                                14,392   27,764    26,440
Total assets less current liabilities            361,925  411,590   414,886
Creditors - amounts falling due after more
than one year
Fixed rate unsecured loans (Note 8)             (35,000) (35,000)  (35,000)
Total net assets                                 326,925  376,590   379,886
Capital and reserves
Called up share capital                           14,389   14,926    16,055
Share premium account                             95,058   95,058    95,058
Capital redemption reserve                         2,354    1,817       688
Other non-distributable reserve                    5,152    5,152     5,152
Capital reserve - realised                       246,185  232,390   223,328
Capital reserve - unrealised                    (38,435)   21,733    38,191
Revenue reserve                                    2,222    5,514     1,414
Total equity shareholders' funds                 326,925  376,950   379,886
Net asset value per ordinary share (Note         568.00p  630.75p   591.53p
5)




Cash Flow Statement

                                            29.02.08      31.08.07       28.02.07

                                           unaudited       audited      unaudited

                                               £'000         £'000          £'000
Operating activities
Investment income received                     1,832         5,355          1,480
Deposit interest received                        571         1,630            852
Investment management fee paid               (2,033)       (4,594)        (2,251)
Directors' fees paid                            (47)          (88)           (45)
Other cash payments                            (500)         (321)          (217)
Net cash (outflow)/inflow from operating       (177)         1,982          (181)
activities
Returns on investments and servicing of
finance
Interest paid                                (1,099)       (2,165)        (1,091)
Net cash outflow from returns on             (1,099)       (2,165)        (1,091)
investments and
servicing of finance
Taxation
Overseas taxation recovered                       13            71             11
Taxation recovered                                13            71             11
Financial investment
Purchase of investments                    (170,539)     (384,743)      (222,639)
Disposal of investments                      177,008       428,928        242,605
Net cash inflow from financial investment      6,469        44,185         19,966
Equity dividend paid                         (4,426)       (2,437)        (2,437)
Net cash inflow before use of liquid             780        41,636         16,268
resources and
financing
Net cash inflow/(outflow) from management        764      (10,342)              -
of liquid
resources
Net cash inflow before financing               1,544        31,294         16,268
Financing
Repurchase of ordinary shares               (12,400)      (32,788)        (5,702)
4.91% fixed rate unsecured loan repaid       (5,000)             -              -
Net cash outflow from financing             (17,400)      (32,788)        (5,702)
(Decrease)/increase in cash                 (15,856)       (1,494)         10,566
 


1. Accounting Policies

The half-yearly financial statements have been prepared on the
basis of the accounting policies set out in the Company's annual report and
financial statements dated 31 August 2007.

2. Income

                                     29.02.08    31.08.07  28.02.07

                                    unaudited     audited unaudited

                                        £'000       £'000     £'000

Franked investment income               1,790       3,403       916
UK unfranked investment income              -           8         4
UK scrip dividends                      1,808       4,922     1,991
Overseas dividends                        103       1,787        58
Property income distribution               40           -         -
Deposit interest                          342       1,301       883
Income from Fidelity                      235         342         -
Institutional Cash Fund plc
Income from Contracts for                   4           -         -
difference
                                        4,322      11,763     3,852

3. Taxation on return on ordinary activities

                                     29.02.08    31.08.07  28.02.07

                                    unaudited     audited unaudited

                                        £'000       £'000     £'000

Overseas taxation suffered                  2         188         1



4. Return/(loss) per ordinary share

Revenue                                 1.94p       6.91p     0.42p
Capital                              (58.82p)      78.94p    46.81p
Total                                (56.88p)      85.85p    47.23p



Returns per ordinary share are based on the net revenue return on
ordinary activities after taxation of £1,134,000 (31.08.07: £4,375,000;
28.02.07: £275,000), the net capital loss in the period of £34,450,000
(31.08.07: return £49,999,000; 28.02.07: return £30,411,000) and the total
loss in the period of £33,316,000 (31.08.07: return £54,374,000; 28.02.07
return £30,686,000) and on 58,567,005 ordinary shares (31.08.07: 63,335,764;
28.02.07: 64,968,965), being the weighted average number of ordinary shares in
issue during the period.

5. Net Asset Value per Ordinary Share

The net asset value per ordinary share is based on net assets of
£326,925,000 (31.08.07: £376,590,000; 28.02.07: £379,886,000) and on
57,557,003 ordinary shares (31.08.07: 59,704,660; 28.02.07: 64,221,173), being
the number of ordinary shares in issue at the period end.

6. Costs of investment transactions

Included in the (losses)/gains on investments are the following
costs of investment transactions:

                      29.02.08       31.08.07       28.02.07

                     unaudited        audited      unaudited

                         £'000          £'000          £'000

Purchases expenses         876          1,788          1,129
Sales expenses             156            464            148
                         1,032          2,252          1,277

7. Dividends

No dividend has been declared in respect of the current period. The
dividend shown in the Reconciliation of Movements in Shareholders' Funds for
the six months ended 29 February 2008 relates to the year ended 31 August
2007.

8. Loan facilities

The fixed rate loan from The Royal Bank of Scotland PLC of
£8,000,000 was drawn down on 16 January 2004 with a maturity date of 16
January 2009, at an interest rate of 5.655% per annum. The fixed rate loan
from Barclays Bank PLC of £7,000,000 (Tranche A) was drawn down on 25 October
2004 and a further £20,000,000 (Tranche B) was drawn down on 26 January 2005
each with a maturity date of 26 January 2010, at an interest rate of 5.435%
per annum. The fixed rate loan from The Royal Bank of Scotland PLC of
£5,000,000 drawn down on 7 February 2003 at an interest rate of 4.91% per
annum was repaid on 7 February 2008.

9. Share repurchases

                                 29.02.08    31.08.07   28.02.07

                                unaudited     audited  unaudited

Number of shares repurchased    2,147,657   5,651,393  1,134,880
Average price per share           555.16p     588.70p    553.89p
Total cost including stamp    £11,923,000 £33,270,000 £6,286,000
duty and commission



10. Unaudited financial statements

The results for the six months to 29 February 2008 and 28 February
2007, which are unaudited, constitute non-statutory accounts within the
meaning of s435 of the Companies Act 2006. The figures and financial
information for the year ended 31 August 2007 are extracted from the latest
published financial statements. These financial statements, on which the
auditors gave an unqualified report, have been delivered to the Registrar of
Companies.

INVESTOR INFORMATION

CONTACT INFORMATION

Private investors can call free on 0800 41 41 10, 9am to 6pm, seven
days a week.

Financial advisers can call free on 0800 41 41 81, 8am to 6pm, on
any business day.

Existing shareholders who have specific queries regarding their
holding, for example a change of address, should contact the appropriate
administrator.

Holders of ordinary shares

Capita Registrars, Registrars to Fidelity Special Values PLC, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Telephone: [phone] (calls cost 10p per minute plus network
extras) email: [e-mail]

Details of individual shareholdings and other information can also
be obtained from the Registrars' website: www.capitaregistrars.com

Fidelity Share Plan investors

Fidelity Investment Trust Share Plan, Equiniti Limited*, PO Box
4605, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6QY.

Telephone: [phone] (calls to this number are charged at 8p
per minute from a BT landline. Other telephone providers' costs may vary.)

*(formerly Lloyds TSB Registrars)

Fidelity ISA/PEP investors

Fidelity, using the freephone numbers given above, or by writing
to: UK Customer Service, Fidelity Investments, Oakhill House, 130 Tonbridge
Road, Hildenborough, Tonbridge, Kent TN11 9DZ.

www.fidelity.co.uk/its

Fidelity ShareNetwork:

www.fidelity.co.uk/sharenetwork

General enquiries should be made to Fidelity Investments
International, the Investment Manager and Secretary, at the Company's
registered office: Fidelity Investments International, Investment Trusts,
Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RP.

Telephone: [phone]

Fax: [phone]

www.fidelity.co.uk/its

FINANCIAL CALENDAR

29 February - half-yearly period end
17 April - announcement of half-yearly results
Beginning of May - publication of half-yearly report
July - Interim Management Statement (as at 31 May 2008)
31 August - financial year end
November - publication of annual report
December - Annual General Meeting

DIRECTORY

Board of Directors

Alex Hammond-Chambers (Chairman)
Sir Richard Brooke, Bt
Douglas Kinloch Anderson
Nicky McCabe
Lynn Ruddick (Chairman of the Audit Committee)
Ben Thomson

Manager, Secretary and Registered Office

Fidelity Investments International
Beech Gate, Millfield Lane
Lower Kingswood
Tadworth, Surrey, KT20 6RP

Financial Advisers and Stockbrokers

Dresdner Kleinwort
30 Gresham Street
London
EC2P 2XY

Independent Auditors

Grant Thornton UK LLP
Chartered Accountants and
Registered Auditors
30 Finsbury Square
London, EC2P 2YU

Bankers and Custodian

JPMorgan Chase Bank (London Branch)
125 London Wall
London, EC2Y 5AJ

Registrars

Capita Registrars
The Registry
34 Beckenham Road
Beckenham, Kent, BR3 4TU

Lawyers

Slaughter and May
One Bunhill Row
London, EC1Y 8YY



NOTICE OF MEETING

Notice is hereby given that an Extraordinary General Meeting of
Fidelity Special Values PLC will be held at 25 Cannon Street, London EC4M 5TA
on 10 July 2008 at 2.30 pm for the purpose of considering the following
resolution, which will be proposed as a Special Resolution.

"That the Articles of Association produced to the meeting and
initialled by the chairman of the meeting for the purpose of identification be
adopted as the Articles of Association of the Company in substitution for, and
to the exclusion of, the existing Articles of Association."

Notes:

1. A shareholder entitled to attend and vote is entitled to appoint a proxy or
proxies (who need not be a shareholder of the Company) to exercise all or any
of his rights to attend, speak and vote at the EGM).

2. A form of proxy is enclosed for use by shareholders. Completion and return
of the form of proxy will not prevent a shareholder from subsequently
attending the meeting and voting in person if they so wish.

3. To be effective, the instrument appointing a proxy, and any power of
attorney or other authority under which it is signed (or a copy of any such
authority certified notarially or in some other way approved by the
Directors), must be deposited with Capita Registrars, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4BR not less than 48 hours before the time
for holding the meeting or adjourned meeting or, in the case of a poll taken
more than 48 hours after it is demanded, not less than 24 hours before the
time appointed for the taking of the poll at which it is to be used.

4. In the case of joint holders, the vote of the senior who tenders the vote
shall be accepted to the exclusion of the votes of the other joint holders and
for this purpose, seniority shall be determined by the order in which the
names stand in the Register of members.

5. To appoint a proxy or to give or amend an instruction to a previously
appointed proxy via the CREST system, the CREST message must be received by
the issuer's agent RA10 by 12 noon on 8 July 2008. For this purpose, the time
of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer's
agent is able to retrieve the message. After this time any change of
instructions to a proxy appointed through CREST should be communicated to the
proxy by other means. CREST Personal Members or other CREST sponsored members,
and those CREST Members who have appointed voting service provider(s) should
contact their CREST sponsor or voting service provider(s) for assistance with
appointing proxies via CREST. For further information on CREST procedures,
limitations and system timings please refer to the CREST Manual. We may treat
as invalid a proxy appointment sent by CREST in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. In any
case your proxy form must be received by the Company's Registrars no later
than 12 noon on 12 May 2008.

6. In accordance with Section 325 of the Companies Act 2006 ("2006 Act") the
right to appoint proxies does not apply to persons nominated to receive
information rights under Section 146 of the 2006 Act. Persons nominated to
receive information rights under Section 146 of the 2006 Act who have been
sent a copy of this notice of meeting are hereby informed, in accordance with
Section 149(2) of the 2006 Act, that they may have the right under an
agreement with the registered member by whom they were nominated to be
appointed, or to have someone else appointed, as a proxy for this meeting. If
they have no such right, or do not wish to exercise it, they may have a right
under such an agreement to give instructions to the member as to the exercise
of voting rights. Nominated persons should contact the registered member by
whom they were nominated in respect of these arrangements.

7. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the Company has specified that only those shareholders registered in the
Register of Members of the Company at 6.30 pm on 8 July 2008 shall be entitled
to attend and vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to the Register of Members
after 5.30 pm on 8 July 2008 shall be disregarded in determining the rights of
any person to attend and vote at the meeting.

8. Shareholders and any proxies or representatives they appoint agree by
attending the meeting that they are expressly agreeing that they are willing
to receive any communications, including communications relating to the
Company's securities, made at the meeting.

9. A copy of the Articles of Association to be produced to the Meeting will be
available for inspection at the Company's registered office from the date of
this notice until the close of the Meeting.

10. No Director has a service contract with the Company. Registered Office:
Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RP.

By order of the Board

Fidelity Investments International

Secretary
17 April 2008



                                   APPENDIX

                EXPLANATORY NOTES OF PRINCIPAL CHANGES TO THE
                      COMPANY'S ARTICLES OF ASSOCIATION

1. Articles which duplicate statutory provisions

Provisions in the Current Articles which replicate provisions
contained in the Companies Act 2006 are in the main to be removed in the New
Articles. This is in line with the approach advocated by the Government that
statutory provisions should not be duplicated in a company's constitution.
Examples include provisions as to the form of resolutions, the variation of
class rights, the requirement to keep accounting records and provisions
regarding the period of notice required to convene general meetings. The main
changes made to reflect this approach are detailed below.

2. Form of resolution

The Current Articles contain a provision that, where for any
purpose an ordinary resolution is required, a special or extraordinary
resolution is also effective and that, where an extraordinary resolution is
required, a special resolution is also effective. This provision is being
removed as the concept of extraordinary resolutions has not been retained
under the Companies Act 2006. Further, the remainder of the provision is
reflected in full in the Companies Act 2006.

The Current Articles enable members to act by written resolution.
Under the Companies Act 2006 public companies can no longer pass written
resolutions. These provisions have therefore been removed in the New Articles.

3. Convening extraordinary and annual general meetings

The provisions in the Current Articles dealing with the convening
of general meetings and the length of notice required to convene general
meetings are being removed in the New Articles because the relevant matters
are provided for in the Companies Act 2006. In particular an extraordinary
general meeting to consider a special resolution can be convened on 14 days'
notice whereas previously 21 days' notice was required.

4. Votes of members

Under the Companies Act 2006 proxies are entitled to vote on a show
of hands whereas under the Current Articles proxies are only entitled to vote
on a poll. The time limits for the appointment or termination of a proxy
appointment have been altered by the Companies Act 2006 so that the articles
cannot provide that they should be received more than 48 hours before the
meeting or in the case of a poll taken more than 48 hours after the meeting,
more than 24 hours before the time for the taking of a poll, with weekends and
bank holidays being permitted to be excluded for this purpose. The new
Articles give the directors discretion, when calculating the time limits, to
exclude weekend and bank holidays. Multiple proxies may be appointed provided
that each proxy is appointed to exercise the rights attached to a different
share held by the shareholder. The New Articles reflect all of these new
provisions.

5. Age of directors on appointment

The Current Articles contain a provision limiting the age at which
a director can be appointed. Such a provision could now fall foul of the
Employment Equality (Age) Regulations 2006 and so has been removed from the
New Articles.

6. Conflicts of interest

The Companies Act 2006 sets out directors' general duties which
largely codify the existing law but with some changes. Under the Companies Act
2006, from 1 October 2008 a director must avoid a situation where he has, or
can have, a direct or indirect interest that conflicts, or possibly may
conflict with the company's interests. The requirement is very broad and could
apply, for example, if a director becomes a director of another investment
trust (or other company) or a trustee of another organisation. The Companies
Act 2006 allows directors of public companies to authorise conflicts and
potential conflicts, where appropriate, where the articles of association
contain a provision to this effect. The Companies Act 2006 also allows the
articles of association to contain other provisions for dealing with
directors' conflicts of interest to avoid a breach of duty. The New Articles
give the directors authority to approve such situations and to include other
provisions to allow conflicts of interest to be dealt with in a similar way to
the current position.

There are safeguards which will apply when directors decide whether
to authorise a conflict or potential conflict. First, only directors who have
no interest in the matter being considered will be able to take the relevant
decision, and secondly, in taking the decision the directors must act in a way
they consider, in good faith, will be most likely to promote the company's
success. The directors will be able to impose limits or conditions when giving
authorisation if they think this is appropriate.

It is also proposed that the New Articles should contain provisions
relating to confidential information, attendance at board meetings and
availability of board papers to protect a director being in breach of duty if
a conflict of interest or potential conflict of interest arises. These
provisions will only apply where the position giving rise to the potential
conflict has previously been authorised by the directors. It is the Board's
intention to report annually on the Company's procedures for ensuring that the
Board's powers of authorisation of conflicts are operated effectively and that
the procedures have been followed.

7. Notice of board meetings

Under the Current Articles, when a director is abroad he can
request that notice of directors' meetings are sent to him at a specified
address and if he does not do so he is not entitled to receive notice while he
is away. This provision has been removed, as modern communications mean that
there may be no particular obstacle to giving notice to a director who is
abroad.

8. Records to be kept

The provision in the Current Articles requiring the Board to keep
accounting records has been removed as this requirement is contained in the
Companies Act 2006.

9. Distribution of assets otherwise than in cash

The Current Articles contain provisions dealing with the
distribution of assets in kind in the event of the Company going into
liquidation. These provisions have been removed in the New Articles on the
grounds that a provision about the powers of liquidators is a matter for
insolvency law rather than the articles and that the Insolvency Act 1986
confers powers on the liquidator which would enable it to do what is envisaged
by the Current Articles.

10. Electronic and web communications

Provisions of the Companies Act 2006 which came into force in
January 2007 enable companies to communicate with members by electronic and/or
website communications. The New Articles continue to allow communications to
members in electronic form and, in addition, permit the Company to take
advantage of the new provisions relating to website communications. Before the
Company can communicate with a member by means of website communication, the
relevant member must be asked individually by the Company to agree that the
Company may send or supply documents or information to him by means of a
website and the Company must either have received a positive response or have
received no response within the period of 28 days beginning with the date on
which the request was sent. The Company will notify the member (either in
writing, or by other permitted means) when a relevant document or information
is placed on the website and a member can always request a hard copy version
of the document or information.

11. Dispute resolution

The Company believes it is appropriate to provide for a dispute
resolution procedure and governing law in its articles. The New Articles
provide that arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce will be the primary procedure for dispute
resolution in matters involving the Company. Where a court determines that the
arbitration provisions cannot be used in respect of a particular dispute or in
cases where a member is bringing a derivative claim under the provisions of
the Companies Act 2006, the New Articles provide that the courts of England
and Wales are to have exclusive jurisdiction. The governing law of the New
Articles is expressed to be English law.

12. General

Generally the opportunity has been taken to bring clearer language
into the New Articles.

The Fidelity Individual Savings Account ("ISA") is offered and
managed by Financial Administration Services Limited. The Fidelity Investment
Trust Share Plan is managed by Fidelity Investments International. Both
companies are authorised and regulated by the Financial Services Authority.
The Fidelity Investment Trust Share Plan is administered by Equiniti Limited
(formerly Lloyds TSB Registrars) and shares will be held in the name of Lloyds
TSB Registrars Savings Nominees Limited. The value of savings and eligibility
to invest in an ISA will depend on individual circumstances and all tax rules
may change in the future. Fidelity investment trusts are managed by Fidelity
Investments International. Fidelity only gives information about its own
products and services and does not provide investment advice based on
individual circumstances. Should you wish to seek advice, please contact a
Financial Adviser. Issued by Fidelity Investments International, authorised
and regulated by the Financial Services Authority.

For the purposes of Sections 21 and 25 of the Financial Services
and Markets Act 2000, the content of this report has been approved by Fidelity
Investments International. Issued by Fidelity Investments International.

Please note that the value of investments and the income from them
may fall as well as rise and the investor may not get back the amount
originally invested. Past performance is not a guide to future returns. For
funds that invest in overseas markets, changes in currency exchange rates may
affect the value of your investment. Investing in small and emerging markets
can be more volatile than other more developed markets.

Reference in this document to specific securities should not be
construed as a recommendation to buy or sell these securities, but is included
for the purposes of illustration only. Investees should also note that the
views expressed may no longer be current and may have already been acted upon
by Fidelity.

Fidelity, Fidelity International and the Pyramid Logo are
trademarks of FIL Limited.

CB33756

The half-yearly report and financial statements will be posted to
shareholders as soon as is practicable. Copies will also be available to the
public at the Company's registered office, Beech Gate, Millfield Lane, Lower
Kingswood, Tadworth, Surrey KT20 6RP.