Final Results

Fleming Overseas Inv Trust PLC
11 September 2002

                   THE FLEMING OVERSEAS INVESTMENT TRUST PLC



                          STOCK EXCHANGE ANNOUNCEMENT





11 September 2002



The Board today announce the unaudited results for the year to 30th June 2002 as
follows:



Performance



The performance of world stock markets has again been disappointing over the
year under review. During the year, the Company's benchmark produced a negative
total return of 21.8%. Over the same period, the Company's negative return on
net assets was 23.0%. The underperformance against the benchmark is the result
of being geared (i.e. having the Floating Rate Note ('FRN') borrowings) during a
period in which stock markets fell. The gearing was taken out in 1997 and was
fixed at a cost of nearly 8% until March this year, when the cost of borrowing
was switched to a lower interest rate. The detrimental effect of the gearing
was, in part, offset by a positive performance by the Manager in both stock
selection and asset allocation. The Board continually reviews the level of
actual and potential gearing in the portfolio. As a result of share buy-backs
and the recent falls in equity markets, potential gearing* had risen from 113%
in June 1997 (when the FRN was put in place) to 125% at the year-end.



Subsequent to the year-end the Board has decided to reduce the potential level
of gearing by redeeming £40 million of the FRN. At current portfolio valuation
levels, the impact of this repayment will be to reduce the Company's potential
gearing to approximately 117%. It is anticipated that repayment will take place
on 30 December 2002 and the costs associated with this are expected to be de
minimis. The Board believes that the long-term outlook for equities is
favourable, particularly as valuations are starting to reach attractive levels.



During the year, the Company's share price fell by 25.2%. In addition to the
fall in markets and the cost of borrowing detailed above, the discount at which
the Company's shares are traded widened marginally from 11.3% to 13.2%. The
volatility of the discount, however, has decreased significantly in recent
years, providing buyers and sellers with a more stable trading range. This has
been brought about by our efforts over the last four years to exert a greater
influence over the discount by being prepared to buy back shares in the market
when supply exceeds demand. Over the year, the Company bought back approximately
6.8 million shares compared with 17.3 million in the previous year. Fewer
institutional shareholders wished to sell significant tranches of the Company's
shares at a time when there was insufficient demand in the market for our
shares.

Earnings and Dividends



Earnings per share fell to 4.5 pence as anticipated in last year's annual
report, due to falling dividend and income receipts from the portfolio. The
Board is proposing, subject to shareholder approval at the Annual General
Meeting, to pay a substantial amount of these earnings out as a dividend of 4.2p
per share. This compares to the same amount in the previous year and 3.6p in the
year prior to that. Such a dividend is to be paid on 2 December 2002 to
shareholders on the register of members at close of business on 1 November 2002.



Annual General Meeting



The Annual General Meeting will be held on 26th November at 12.00 noon at 10
Aldermanbury, London, EC2R 7RF.



Change of Company Name



At the Annual General Meeting shareholders will be asked to approve the change
of the Company's name to JPMorgan Fleming Overseas Investment Trust plc.



*Potential gearing is defined as total assets less current liabilities expressed
as a percentage of shareholders' funds.





For and on behalf of
The Fleming Overseas Investment Trust plc



Linda Field
J.P. Morgan Fleming Asset Management (UK) Limited - Secretary






The Fleming Overseas Investment Trust plc
Unaudited figures for the year ended 30th June 2002



Statement of Total Return (Unaudited)


                                                  Year ended 30 June 2002               Year ended 30 June 2001
                                                    Revenue     Capital       Total   Revenue    Capital      Total
                                                      £'000       £'000       £'000     £'000      £'000      £'000


Realised (losses)/gains on investments                    -    (26,742)    (26,742)         -      3,519      3,519
Net change in unrealised appreciation                     -    (90,101)    (90,101)         -   (82,059)   (82,059)
Net gains/(losses) on currency transactions               -         196         196         -      (358)      (358)
Unrealised gains on currency hedge                        -         682         682         -          -          -
Other capital charges                                     -       (111)       (111)         -       (80)       (80)
Income from Investments                               8,838           -       8,838    11,714          -     11,714
Other Income                                            523           -         523     1,032          -      1,032
                                                    _______    ________     _______    ______    _______   ________

Gross return                                          9,361   (116,076)   (106,715)    12,746   (78,978)   (66,232)
Management fee                                      (1,095)     (1,095)     (2,190)   (1,562)    (1,562)    (3,124)
Other administrative expenses                         (540)           -       (540)     (629)          -      (629)
Performance fee                                           -       2,178       2,178         -    (3,608)    (3,608)
Interest payable                                    (2,858)     (2,858)     (5,716)   (3,279)    (3,278)    (6,557)

                                                    _______     _______     _______    ______    _______    _______

Return on ordinary activities before taxation         4,868   (117,851)   (112,983)     7,276   (87,426)   (80,150)
Taxation                                            (1,564)         799       (765)   (2,786)      1,621    (1,165)

                                                    _______     _______     _______    ______    _______    _______

Total return attributable to ordinary                 3,304   (117,052)   (113,748)     4,490   (85,805)   (81,315)
shareholders



Dividends on ordinary shares                        (2,863)           -     (2,863)   (3,266)          -    (3,266)

                                                     ______     _______     _______    ______    _______     ______

Transfer to/(from) reserves                             441   (117,052)   (116,611)     1,224   (85,805)   (84,581)


Return per ordinary share                             4.50p   (159.26)p   (154.76)p     5.03p   (96.07)p   (91.04)p



Dividend per ordinary share                           4.20p                   4.20p     4.20p                 4.20p


The Fleming Overseas                Investment Trust plc
Unaudited figures for the year ended 30th June 2002


BALANCE SHEET                                                                     30 June          30 June
                                                                                     2002             2001
                                                                                    £'000            £'000

Investments at valuation                                                          409,472          581,156

Net current assets                                                                 26,861           10,710

Long term loan                                                                   (79,958)         (79,910)

Provision for liabilities and charges                                             (6,633)         (10,210)
                                                                                  _______          _______
Total net assets                                                                  349,742          501,746
                                                                                    =====            =====
Net asset value per ordinary share                                                 493.1p           645.2p



CASH FLOW STATEMENT
                                                                                     2002             2001
                                                                                    £'000            £'000

Net cash inflow from operating activities                                           3,356            4,574

Net cash outflow from returns on investments and servicing of                      (5,673)          (6,508)
finance                                                             

Total tax recovered                                                                   526            1,944

Net cash inflow from capital expenditure and financial investment                  60,957          104,809

Total equity dividends paid on ordinary shares                                    (3,150)          (3,424)

Net cash outflow from financing                                                  (35,393)        (103,941)
                                                                                  _______           ______
Increase/(decrease) in cash for the year                                           20,623          (2,546)
                                                                                    =====             ====




The above financial information does not constitute statutory accounts as
defined in Section 240 of the Companies Act 1985. The comparative financial
information is based on the statutory accounts for the year ended 30th June
2001. These accounts, upon which the auditors issued an unqualified opinion,
have been delivered to the Registrar of Companies.





J.P. MORGAN FLEMING ASSET MANAGEMENT (UK) LIMITED








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