Barings Emerging EMEA Opportunities : Notice of AGM

BARINGS EMERGING EMEA OPPORTUNITIES PLC	1
(Incorporated in England and Wales under the Companies Act 2006 with registered number 04560726)

Notice of Annual General Meeting 2023

Notice of the Annual General Meeting (or "AGM" or "Meeting") of Barings Emerging EMEA Opportunities Plc (the "Company") to be held on Thursday, 26 January 2023 at 2.30 p.m. at the offices of Barings Asset Management Limited, 20 Old Bailey, London EC4M 7BF is set out in this document.

Important information:

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, it is recommended that you seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser. If you have sold or otherwise transferred all of your shares in the Company, please forward this document at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This document should not, however, be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of shares, you should retain this document.

2 BARINGS EMERGING EMEA OPPORTUNITIES PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 04560726)

Frances Daley	Beaufort House
Vivien Gould	51 New North Road
Christopher Granville	Exeter
Calum Thomson	Devon
Nadya Wells	EX4 4EP
Dear Shareholder,

Annual General Meeting 2023

I am pleased to enclose the Notice of Annual General Meeting (the "AGM" or the "Meeting") of Barings Emerging EMEA Opportunities Plc (the "Company") which will be held on Thursday, 26 January 2023 at 2:30 p.m. at the offices of Barings Asset Management Limited, 20 Old Bailey, London EC4M 7BF.

As per the Company's Annual Report circulated on 7 December 2022, the Notice has been circulated separately to the Annual Report.

The formal notice convening the AGM (the "Notice of AGM" or the "Notice") can be found on pages 4 and 5 of this document and it sets out the business to be considered at the AGM.

The purpose of this notice is to provide Shareholders with details of, and to seek Shareholder approval for, each of the Resolutions to be proposed at the AGM.

At the AGM of the Company, Shareholders will be asked to consider the approval of, and vote on the following items of business:

•  the receipt and adoption of the Strategic Report, the Reports of the Directors and the Auditor and the financial statements for the year ended 30 September 2022;

•  the receipt and approval of the Directors' Remuneration Report;

•  the payment of a final dividend for the year ended 30 September 2022;

•  the re-election of the Directors;

•  the re-appointment of BDO LLP as Auditor and the authorisation of the Audit Committee to determine the remuneration of the Auditor;

•  authority for the allotment of ordinary shares;

•  authority to disapply pre-emption rights on allotment of ordinary shares;

•  authority to repurchase the Company's own shares; and

The Board believes that the Proposals are in the best interests of the Company and its Shareholders as a whole and recommends that you vote in favour of each of the Resolutions at the AGM. You are therefore encouraged to complete and return your Proxy Appointment without delay, whether or not you intend to attend the AGM.

Voting arrangements - Action to be taken

We hope that as many Shareholders as possible will vote, given the significance of the resolutions. The Board strongly encourages Shareholders to vote electronically and to appoint the Chairman of the Meeting as their proxy with their voting instructions.

If you would like to vote on the resolutions to be proposed at the AGM and you hold your shares in certificated form, you may appoint a proxy electronically at www. signalshares.com by following the instructions on that website or, if you hold your shares in CREST, you may appoint a proxy via the CREST system.

Alternatively, you may request a hard copy form of proxy directly from the Company's registrar, Link Group by calling 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 a.m. - 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales.

If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Notice of your appointment of a proxy should reach the Company's registrar, Link Group (the "Registrar"), by no later than 2:30 p.m. on 24 January 2023.

Further details and instructions regarding the appointment of a proxy are set out in the "Notes to the Notice of Annual General Meeting" on page 8 of this document.

Poll voting

•  the holding of general meetings on not less than 14 clear days' notice.

Each of the resolutions to be considered at the AGM will be voted on by way of a poll. This ensures that Shareholders

BARINGS EMERGING EMEA OPPORTUNITIES PLC 3

(Incorporated in England and Wales under the Companies Act 2006 with registered number 04560726)

who are unable to attend the AGM in person but who have appointed proxies have their votes taken into account. The results of the poll will be announced to the London Stock Exchange and published on the Company's website as soon as possible after the conclusion of the AGM.

Resolutions

Resolutions 1 to 11 will be proposed as ordinary resolutions. An ordinary resolution requires a simple majority of votes cast, whether in person or by proxy, to be cast in favour of the resolution for it to be passed.

Resolutions 12 to 14 will be proposed as special resolutions. A special resolution requires a majority of not less than 75% of the votes cast, whether in person or by proxy, to be cast in favour of the resolution for it to be passed.

Further details are set out in the Explanation of Notice of

Annual General Meeting on pages 9 to 11.

Recommendation

Full details of the above resolutions are contained in the Explanation of Notice of Annual General Meeting set out on pages 9 to 11. The Directors consider that all the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole.

The Directors unanimously recommend that Shareholders vote in favour of all the resolutions, as they intend to do so in respect of their own beneficial holdings in the shares of the Company.

Yours sincerely

Frances Daley

Chairman

Barings Emerging EMEA Opportunities Plc

7 December 2022

4 BARINGS EMERGING EMEA OPPORTUNITIES PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 04560726)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Barings Emerging EMEA Opportunities Plc (the "Company") will be held at the offices of Barings Asset Management Limited, 20 Old Bailey, London EC4M 7BF on Thursday, 26 January 2023 at 2:30 p.m. to consider and, if thought fit, pass the following resolutions, of which numbers 1 to 11 will be proposed as ordinary resolutions, and numbers 12 to 14 as special resolutions:

Ordinary Resolutions

1. To receive the Company's annual report and audited financial statements for the year ended
   30 September 2022 (the "Annual Report") together with the Directors' Report, the Strategic Report and the Auditor's Report contained in the Annual Report.
2. To receive and approve the Directors' Remuneration Report for the year ended 30 September 2022.
3. To approve a final dividend for the year ended
   30 September 2022 in the sum of 11 pence per ordinary share.
4. To re-elect Frances Daley as a Director of the Company.
5. To re-elect Nadya Wells as a Director of the Company.
6. To re-elect Calum Thomson as a Director of the Company.
7. To re-elect Christopher Granville as a Director of the Company.
8. To re-elect Vivien Gould as a Director of the Company.
9. To re-appoint BDO LLP as Auditor of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next general meeting at which the Financial Statements are laid before the Company.
10. To authorise the Audit Committee to determine the remuneration of the Auditor of the Company.

11. Authority to allot ordinary shares

THAT, in substitution for any existing authority, the Directors of the Company be and are hereby generally and

unconditionally authorised to exercise all powers of the Company to allot shares and to grant rights to subscribe for or convert any security into shares in the Company (within the meaning of Section 551 of the Companies Act 2006 (the "Act")) up to an aggregate nominal amount of £118,580, (being approximately 10% of the issued share capital of the Company as at 5 December 2022 being the latest practicable date prior to the publication of this notice of meeting, excluding shares held in treasury at that date) PROVIDED THAT this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 March 2024, whichever is earlier, save that the Company may before such expiry make one or more offers or agreements which would or might require relevant securities to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot relevant securities or grant rights to subscribe for or convert securities into shares in pursuance of such offers or agreements as if the authority conferred hereby had not expired.

Special Resolutions

12. Authority to disapply pre-emption rights on allotment of ordinary shares

THAT subject to the passing of resolution 11 above, the Directors of the Company be and are hereby empowered pursuant to Sections 570 and 573 of the Act to allot equity securities (as defined within Section 560 of the Act) for cash under the authority given by that resolution and/or to transfer treasury shares where such a transfer is treated as an allotment of equity securities under Section 560(3) of the Act, in each case free of the restriction in Section 561(1) of the Act, such power to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities to ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings, and so that the Directors
   may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
2. in the case of the authority granted under resolution 11 of the Notice and/or in the case of any transfer of treasury shares which is treated as an allotment

BARINGS EMERGING EMEA OPPORTUNITIES PLC 5

(Incorporated in England and Wales under the Companies Act 2006 with registered number 04560726)

Notice of Annual General Meeting

(continued)

of equity securities under Section 560(3) of the Act, to the allotment or such transfer (in each case otherwise than under paragraph (a) above) of equity securities up to a nominal amount of £118,580, (being approximately 10% of the issued Ordinary Share capital of the Company at the date of this Notice);

such power to apply until the earlier of the conclusion of the annual general meeting of the Company in 2024 or 30 March 2024, but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the power ends and the Board may allot equity securities under any such offer or agreement as if the power had not ended.

13. Authority to repurchase the Company's shares

THAT, the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 10 pence each in the capital of the Company (the "shares") provided that:

1. the maximum number of shares hereby authorised to be purchased shall be 1,777,518 (being approximately 14.99% of the issued share capital of the Company as at 5 December 2022 being the latest practicable date prior to the publication of this notice of meeting, excluding shares held in treasury);
2. the minimum price (exclusive of any expenses) which may be paid for a share is 10 pence;
3. the maximum price (exclusive of any expenses) which may be paid for a share is an amount equal to the highest of:
4. 1. 105% of the average of the middle market quotations for a share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is purchased;
   2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out; or
5. the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2024 or 30 March 2024, unless such authority is renewed prior to such time;

1. the Company may make a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority which will be or may be executed wholly or partly after the expiration of such authority and may make a purchase of shares pursuant to any such contract; and
2. all shares purchased pursuant to the said authority shall be either:
3. 1. cancelled; or
   2. held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

14. Authority to hold general meetings

THAT a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.

By order of the Board

Link Company Matters Limited	Registered Office:
Secretary	Beaufort House
7 December 2022	51 New North Road
Exeter, Devon
	EX4 4EP