Resolutions Passed at AGM

Schroder Japan Growth Fund PLC
17 November 1999

The Company announces that at the Annual General Meeting, held at 31 Gresham
Street, London, EC2V 7QA, at 3.00 p.m on Wednesday 17 November 1999, the
Ordinary Resolutions numbered 1 to 8 as stated in the Notice of Meeting and the
following Special Resolution No.9 were passed:

8.   That the Directors be and they are hereby generally and unconditionally
authorised in substitution for all subsisting authorities in accordance with
Section 80 of the Companies Act 1985 (the Act) to exercise all the powers of the
Company to allot relevant securities (as defined in that section) up to an
aggregate nominal amount of £625,000 (representing 5 per cent. of the aggregate
nominal amount of the share capital in issue on 8 October 1999) provided that
this authority shall expire on the date of the next Annual General Meeting of
the Company, but so that this authority shall allow the Company to make offers
or agreements before such expiry which would or might require relevant
securities to be allotted after such expiry.

9.   That subject to the passing of resolution 8 set out above, the Directors be
and they are hereby empowered, pursuant to Section 95 of the Act to allot equity
securities (as defined in Section 94 of the Act) pursuant to the authority given
in accordance with Section 80 of the Act by the said resolution 8 as if Section
89(1) of the Act did not apply to any such allotment, provided that this power
shall be limited to the allotment of equity securities up to an aggregate
nominal amount of £625,000 (representing 5 per cent. of the aggregate nominal
amount of the share capital in issue on 8 October 1999), and provided that this
power shall expire on the date of the next Annual General Meeting of the
Company, but so that this power shall enable the Company to make offers or
agreements before such expiry which would or might require equity securities to
be allotted after such expiry.

Enquiries:

Christine Higgens
Schroder Investment Management Limited          0171 658 3496