Genesis Emerging Markets EGM 2021

On 1 July 2021, the Board announced that, after an extensive review of the Company’s management arrangements, it intends to appoint FIL Investment Services (UK) Limited as the Company’s manager. The appointment of FIL Investment Services (UK) Limited is conditional on the approval by Shareholders at an extraordinary general meeting of the Company (the “Extraordinary General Meeting”) to be held on 1 October 2021 of the adoption of an amended investment policy by the Company, as described further below (the “Proposed Investment Policy”).

It is expected that FIL Investment Services (UK) Limited’s appointment would become effective from 4 October 2021. In addition, FIL Investments International (together with FIL Investment Services (UK) Limited, and other associated companies as applicable, “Fidelity International”) will be appointed as the Company’s investment manager with effect from the same time. Shareholders will also be asked to approve (conditional on the approval of the Proposed Investment Policy) the change of the Company’s name to Fidelity Emerging Markets Limited at the Extraordinary General Meeting.

In addition, following the Board’s commitment made in 2018, the Company is making a tender for up to 25 per cent. of its participating redeemable preference shares in issue (excluding any Shares held in treasury) (the “Tender Offer”) at a two per cent. discount to the prevailing net asset value per Share (the “Tender Price”), to enable Shareholders wishing to realise part, or potentially all, of their investment in the Company the opportunity to do so. The Tender Offer is conditional upon approval by Shareholders at the Extraordinary General Meeting of the purchase of shares pursuant to the Tender Offer, but it is not conditional on the adoption of the Proposed Investment Policy, the change of the Company’s name or the appointment of FIL Investment Services (UK) Limited as the Company’s manager.

Further, as announced on 1 July 2021, if the Company’s NAV Total Return over the five years ending on 30 September 2026 does not exceed the MSCI Emerging Markets Index over that period the Company will make a further tender offer in respect of up to 25 per cent. of the Shares then in issue (excluding any Shares held in treasury). The Company has also committed to hold a continuation vote in 2026 and every five years thereafter. This document sets out the background to and reasons for these proposals (the “Proposals”) and includes the notice of the Extraordinary General Meeting at which the relevant Shareholder approvals will be sought.

The Board has received financial advice from J.P. Morgan Cazenove and Jefferies and, in giving that financial advice, each of J.P. Morgan Cazenove and Jefferies has placed reliance on the Board’s commercial assessments. This document also contains the terms and conditions of the Tender Offer, together with details of how Shareholders can tender Shares for purchase, if they wish to do so.