Barings Emerging EMEA Opportunities PLC
Annual Report & Audited Financial Statements
for the year ended 30 September 2025
Finding quality companies
from Emerging Europe,
the Middle East and Africa.
Barings Emerging EMEA Opportunities PLC (“BEMO”) offers
a strategy tailored for investors seeking to diversify the
growth and income potential of emerging markets.
ACTIVE MANAGEMENT
This actively-managed portfolio gives
concentrated exposure to 30-60 of the
very best ideas to be found across the
Emerging EMEA region – with a strong
focus on Environmental, Social and
Governance (“ESG”) factors.
LONG-TERM POTENTIAL
Many of these economies are only just
embarking on the technological and
consumer shifts, such as e-commerce,
that have already generated sustained
growth in developed markets.
UNDISCOVERED VALUE
Emerging EMEA is under researched
compared to other emerging markets
– providing an extensive opportunity
to identify quality companies with
unrecognised growth potential at
attractive valuations.
Why invest in BEMO?
BEMO is a public limited company with shares quoted on the London Stock Exchange.
You can invest in BEMO by purchasing shares through an online investment platform
operated by third-party providers, or through a financial adviser or a stockbroker. As an
investor you become a shareholder in the Company.
Becoming a shareholder of BEMO provides access to the skill and expertise of the
established investment team’s active management of the stock market investments,
whilst providing an attractive level of income.
For more information please visit our website:
www.bemoplc.com
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
Contents
STRATEGIC REPORT
Financial Highlights 2
Five Year Financial Record 3
Chairman’s Statement 4
Investment Manager 8
Report of the Investment Manager 9
Investment Approach 15
Top Ten Holdings 18
Investment Portfolio 19
Business Model and Strategy 21
Section 172 Statement 24
Principal and Emerging Risks 26
Viability Statement 28
GOVERNANCE
Board of Directors 29
Report of the Directors 30
Statement of Corporate Governance 35
Management Engagement Committee Report 39
Nomination Committee Report 40
Audit Committee Report 41
Directors’ Remuneration Report 45
Statement of Directors’ Responsibilities 49
Independent Auditor’s Report 50
FINANCIAL STATEMENTS
Income Statement 56
Statement of Financial Position 57
Statement of Changes in Equity 58
Notes to the Financial Statements 59
OTHER INFORMATION
Notice of Annual General Meeting 72
Voting Arrangements for the Annual General Meeting 74
Explanatory Notes to the Resolutions 76
AIFMD Disclosures 78
Glossary 80
Directors and Officers 83
Shareholder Information 84
We issue regular email updates on BEMO’s progress, including
monthly performance statistics and commentary, links to
independent research and other news and views.
If you have not already signed up, we invite you to do so by
visiting www.bemoplc.com and clicking on ‘Register for email
updates’, or by scanning the QR code. We will do the rest.
BARINGS EMERGING EMEA OPPORTUNITIES PLC
COUNTRY SPOTLIGHT #1
Warsaw, Poland
Poland
Amid geopolitical tensions, Poland’s relatively young and skilled workforce and strong domestic
consumption should hold its economy in good stead as inflationary pressures recede. Please read on for
your two-minute guide to this key market in Emerging EMEA…
1
Why we like it:
• A sizeable domestic economy sets Poland apart from other export-dependent
central European countries.
• Unique to Poland’s economic heft, is a strong service sector which has
attracted ever-more sophisticated business services to the country, allured
by the pool of skilled labour, while benefi tting from the strong regulatory
protection aff orded by the EU.
• This has led to superior economic growth over 2018-2023 and positive wage
growth – a rarity in Europe.
• While the OECD expects real economic growth to slow to 0.9% in 2023, it is
expected to recover to 2.1% in 2024, boosted by EU funds
1
.
• Likewise, having peaked in early 2023, infl ation should steadily decline in 2024.
Key themes:
NEARSHORING: As companies relocate production closer to their target markets,
Poland is a target destination thanks to skilled labour, EU regulatory alignment and
faster end-delivery times.
SOLID DEMOGRAPHICS: A rarity in the region, Poland has a young and growing
workforce – helped by an infl ux of more than 1.5 million refugees from the
Ukraine.
For these reasons, Poland is one of the most attractive destinations for foreign
direct investment globally.
In short:
While Poland’s proximity to the Ukrainian confl ict has cast a shadow over the
unique attractions of the country, we believe investors will ultimately refocus on
the opportunities which exist in companies that are exposed to a range of secular
growth trends—in particular, its unique service-based economy which benefi ts
from solid demographics and nearshoring tailwinds.
POLAND IN NUMBERS
2
Population:
38M
Population as a % of EU:
8.2%
Global ranking by GDP:
22nd
Source: OECD Economic Outlook, October 2023. F=forecast.
1 Poland projection note OECD Economic Outlook June 2023 by OECD - Issuu
2 Sources: CIA World Factbook/IMF
ECONOMIC PROFILE
Source: Bloomberg, as of October 2023.
Services 57.4%
Industry 40.2%
Agriculture 2.4%
2022 2023F 2024F
Economic growth (GDP) 5.4% 0. 9% 2.1%
Core infl ation 9.0% 10.2% 4.9%
BARINGS EMERGING EMEA OPPORTUNITIES PLC
COUNTRY SPOTLIGHT #2
Istanbul, Turkey
Turkey
The prospect of greater financial and political stability, combined with a young, consumption-focused
population and an enterprising economy, is strengthening Turkey’s appeal to international investors.
Please read on for your two-minute guide to this key market in Emerging EMEA.…
1
Why we like it:
• Return of sound monetary policy plus a ‘new economic policy’ indicate a
new era of fiscal prudence and transparency and a focus on attracting foreign
direct investment.
• Improving current account balance thanks to strong exports, declining energy
costs, and strong tourism.
• Deep, attractively-valued equity market with record low foreign participation
suggests a pick-up in international interest in 2024.
• Municipality elections in March 2024 pave the way for four-plus years without
electioneering: a positive backdrop for monetary and fiscal policy aiming to
win back investor confidence and bring down inflation.
• Turkey boasts a large population of over 80mn, of which about 40% are under
age 25. This increase in the working-age population offers an opportunity for
accelerated economic growth.
1
• In turn, this ‘demographic dividend’ should support job creation, local
companies, and increase consumption as citizens become wealthier.
Key themes:
FALLING RISK PREMIUM: Turkey’s increasingly investor-friendly and balanced
policies will, over time, continue to drive down the country’s risk premium,
attracting investment and supporting stock market performance.
GROWTH POTENTIAL: A young and entrepreneurially-minded population
provides the backdrop for an economy brimming with potential in almost all
sectors, making Turkey a strong target for foreign direct investment.
In short:
Turkey has a highly liquid equity market with substantial growth potential, trading
at a substantial discount to peers with a genuine turnaround story. Executed
properly, it should attract international inflows, helping to insulate it from global
risk factors.
TURKEY IN NUMBERS
Population:
2
85M
Global ranking by GDP:
3
17th
Source: OECD Economic Outlook, January 2024. F=forecast.
1 Source: United Nations, as of June 2023.
2 World Bank - https://www.worldbank.org/en/
country/turkey/overview
3 World Bank - https://www.worldbank.org/en/
country/turkey/overview
ECONOMIC PROFILE
Source: Statista/Worldbank, 2022.
Services 51.7%
Industry 31.3%
Other 10.4%
Agriculture 6.5%
2022 2023F 2024F
Economic growth (GDP) 5.5% 4.5% 2.9%
Core inflation 57% 57% 47%
BARINGS EMERGING EMEA OPPORTUNITIES PLC
COUNTRY SPOTLIGHT #3
South Africa
The possibility of a cooperative ANC that’s prepared to push through reforms with coalition partners,
improving operational prospects for the mining sector, and a growing array of financially disciplined
corporate players could make South Africa a compelling investment prospect once more. Please read on
for your two-minute guide to this key market in Emerging EMEA…
1
Why we like it:
• Largest public market in the diverse sub-Saharan region and home to a
growing range of companies with strong management and compelling
earnings in sectors including finance, consumer discretionary and materials.
• A prospective coalition government (see Key Themes below) could drive the
reforms and capital investment that South Africa desperately needs.
• The mining sector, the backbone of the South African economy, could benefit
from a trough in the price of the commodity basked and improving operations.
• What’s more, an increasing demand in key metals is being met by a much more
disciplined and cashflow-focused mining industry.
• This, in turn, should support South Africa’s fiscal position and deliver capital to
further support the economic recovery.
Key themes:
POLITICAL CHANGE: The popularity of the ruling ANC party continues to decline
ahead of the parliamentary elections on 29 May 2024. This creates the possibility
of the party losing its majority for the first time in recent history, leading to the
prospect of a coalition government.
INFRASTRUCTURE CRISIS: 2023’s electricity rationing was emblematic of
South Africa’s deep infrastructure disintegration across energy, rail and other
sectors. The government’s incapacity to drive reform is leading to private-sector
solutions that, for example, have led to electricity supply improving dramatically
in private and corporate sectors. This also serves to highlight the importance, and
opportunity, of investing in the private sector in South Africa, which is actively
improving the country’s resilience.
In short:
Given the political uncertainty and ongoing economic challenges, investors need
to continue to be selective in equity holdings in South Africa. We maintain a focus
on well-managed companies in a position to capitalise on an improving macro-
economic picture, which should also support domestically-oriented companies.
SOUTH AFRICA IN NUMBERS
Population:
1
62M
Global ranking by GDP:
2
39th
Source: OECD Data.
3
F=forecast nominal GDP growth rate.
1 Source: South Africa Census, 2022.
2 Source: World Data, 2022.
3 Source: OECD.
4 Source: Brenthurst Foundation, SABI Strategy Group.
ECONOMIC PROFILE
CHANGING POLITICAL LANDSCAPE
Source:Statista, 2022.
Services 62.3%
Industry 24.7%
Other 10.2%
Agriculture 2.8%
2022 2023F 2024F
Economic growth (GDP) 6.8 % 5.3% 5.8%
Inflation (CPI) 6.9% 5.9% 5.0%
Zuma party founded in December emerges
as third-biggest
4
44%
41%
39%
ANC
Nov. ‘22
Oct. ‘23
Feb. ‘24
23%
23%
27%
DA
Nov. ‘22
Oct. ‘23
Feb. ‘24
13%MKP
Feb. ‘24
Cape Town, South Africa
Be in the know: receive the latest BEMO News
Cover: Warsaw, Poland
During the past year, markets in Central
and Eastern Europe were some of the
best performers across EMEA, with
the Czech Republic, Poland, Greece,
and Hungary returning from 30% to
70% in GBP terms. While stock-specific
developments were evident, geopolitics
played an outsized role, with growing
hopes for a ceasefire in Ukraine.
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STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Financial Highlights
Annualised NAV total return
1,#
Share price total return
1,#
Dividend per Ordinary Share
#
28.3% 47.6% 19.5p
2024: 17.3% 2024: 18.5% 2024: 18.5p
For the year ended 30 September 2025 2024 % change
NAV per Ordinary Share
1
884.0p 706.4p 25.1%
Share price 795.0p 555.0p 43.2%
Share price total return
1,#
47.6% 18.5%
Benchmark (annualised) 21.2% 8.5%
Discount to NAV per Ordinary Share 10.1% 21.4%
Dividend yield
1,2
2.5% 3.3%
Ongoing charges
1
1.6% 1.7%
Year ended 30 September 2025 Year ended 30 September 2024
Revenue Capital Total Revenue Capital Total
Return per Ordinary Share 17.88p 177.42p 195.30p 18.97p 86.71p 105.68p
Revenue return (earnings) per Ordinary Share is based on the revenue return for the year of £2,106,000 (2024: £2,238,000). Capital
return per Ordinary Share is based on net capital gain for the financial year of £20,904,000 (2024: gain £10,229,000). These
calculations are based on the weighted average of 11,782,462 (2024: 11,796,902) Ordinary Shares in issue, excluding treasury shares,
during the year.
At 30 September 2025, there were 11,722,041 (2024: 11,796,902) Ordinary Shares of 10 pence each in issue which excludes 3,318,207
(2024: 3,318,207) Ordinary Shares held in treasury. The shares held in treasury are not included when calculating the weighted
average of Ordinary Shares in issue during the year.
CUMULATIVE PERFORMANCE
1
(%)
BEMO NAV Total Return Share Price Total Return Benchmark*
40%
60%
80%
100%
120%
140%
160%
180%
Sep 2020 Sep 2021 Sep 2022 Sep 2023 Sep 2024 Sep 2025
Source: Barings, Refinitiv, Bloomberg, MSCI. Rebased to 100 at 30 September 2020.
1
Alternative Performance Measures (“APMs”); definitions can be found in the Glossary on pages 80 to 82.
2
% based on dividend declared for the full financial year and share price at the end of each financial year.
#
Key Performance Indicator.
* The Benchmark is the MSCI EM EMEA Net Index. Prior to 16 November 2020, it was the MSCI EM Europe 10/40 Net Index.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
Five Year Financial Record
At 30 September 2025 2024 2023 2022 2021
Shareholders’ funds £104m £83m £73m
£75m
£111m
NAV per Ordinary Share 884.0p 706.4p 617.6p
632.1p
920.7p
Share price 795.0p 555.0p 483.0p
548.0p
793.0p
Dividend per Ordinary Share 19.5p 18.5p 17.0p 17.0p 26.0p
ROLLING ANNUALISED PERFORMANCE (%)
Annualised returns over the previous three and five year periods
to 30 September 2025.
NAV Total Return Share Price Total Return Benchmark Total Return
Source: Barings, Refinitiv, Bloomberg, MSCI.
SHARE PRICE DISCOUNT TO NAV
Source: Barings, Refinitiv, Bloomberg, MSCI.
Average 17%
Mar ‘21
Mar ‘22
Mar ‘23
Mar ‘24
Sep ‘21
Dec ’20
Jun ’21
Sep ‘20
Dec ’21
Jun ’22
Sep ’22
Mar ‘25
Dec ’24
Jun ’25
Sep ’25
Dec ’22
Jun ’23
Sep ’23
Sep ’24
Dec ’23
Jun ’24
0%
5%
10%
15%
20%
25%
30%
14.8%
7.7%
17.0%
9.6%
8.3%
6.2%
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
3 Years 5 Years
36.6%
0.5%
17.3%
28.3%
39.7%
18.8%
47.6%
33.3%
8.5%
21.3%
-40%
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
60%
2021 2022 2023 2024 2025
-29.9%
-29.1%
-8.8%
-20.1%
-3.4%
FINANCIAL YEAR PERFORMANCE (%)
Returns for the last five financial years to 30 September 2025.
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STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Chairman’s Statement
In what will be my last Chairman’s
Statement before I step down at the next
AGM, I am delighted to report that the
Company delivered an all-time record
high level of capital growth in the last
financial year. Continuing last year’s
strong performance, the Company’s
NAV total return was 28.3% (net of
costs), outperforming the Benchmark
significantly by 5.8%. This strong
performance in both absolute and relative
terms serves to highlight the benefit
of diversification that EM EMEA offers,
when compared to more conventional
investment mandates, and demonstrates
Barings’ expertise in asset allocation and
stock picking.
This return was even more pronounced
when compared to a range of
international benchmarks, with the
Company significantly outperforming
both developed and emerging
marketsindices.
The outstanding result in the latest
financial year extends a multi-year run
of outperformance, as a result of which
the Company is now firmly above the
Benchmark over one, three, five and ten
year periods. This achievement confirms
the Board’s belief that the Company
offers a distinctive and attractive
investment proposition, which provides
exposure to high-growth economies in
a region underrepresented in investment
portfolios. Highlighting how our strong
results have been achieved against
the backdrop of macro uncertainties
that loom ever larger, the Investment
Manager attributes this success to the
unparalleled opportunities offered by
the EM EMEA region, which boasts a
higher concentration of locally dominant
business models, and a breadth of stock
picking opportunities for the benefit of
ourshareholders.
Investment Portfolio
The recent resurgence in global
market volatility, driven by trade tariffs
and policy uncertainty, has favoured
EMEA emerging markets owing to
their comparatively low economic
dependence on exports to the US
and limited exposure to commodity
price volatility. This has positioned
the region as a relatively defensive
investmentdestination.
Central and Eastern European markets
in particular delivered significant returns
supported by hopes of peace in Ukraine.
Germany’s infrastructure programme,
having injected fervour into European
markets, has also served to benefit its
Eastern European neighbours. Greece
specifically stood out, delivering
approximately 70% returns in GBP terms,
with its financial sector benefiting from a
marked rebound in credit growth, which
continues toaccelerate.
In the Middle East, performance was
more varied. The United Arab Emirates
outperformed, led by the financial
sector, which benefited from more stable
macroeconomic conditions compared
to its regional peers and an improving
economic growth outlook. Conversely,
the weakened oil price environment
continued to weigh on the region’s
largest market, Saudi Arabia, whose fiscal
position depends heavily on revenues
from its oil and gas industry. This has led
to larger budget deficits and reduced
government spending.
South Africa’s equity gains were primarily
driven by the mining sector, as gold
and precious metals experienced
significant rallies amid ongoing
geopolitical tensions, trade uncertainty,
and a weakening U.S. dollar. Turkey
was the sole market not to deliver an
Frances Daley
Chairman
I am delighted to report
that the Company
delivered an all-time
record high level of
capital growth in the last
financialyear.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
absolute return, as increased political
risk, following the arrest of Istanbul’s
mayor, undermined investor confidence,
weakened the lira, and prompted bond
investors to question the country’s
investment rationale.
Russian Assets
Russian assets in the portfolio continue
to be valued at zero while extensive
sanctions and restrictions on the
sale of securities remains in place.
However, the Board remains focused
on how shareholder value can best
be preserved, created and realised in
relation to these holdings. A welcome
development this financial year has
been the realisation of £1m from the
sale of Nebius N.V. (formally Yandex
N.V.), following realisations of three
other Russian holdings during the
prior year. Although these are positive
developments, the Board will continue to
value the remaining assets at zero until
circumstances permit otherwise.
The Board is actively exploring ways
in conjunction with the Investment
Manager to divest these assets
while ensuring compliance with
globalsanctions.
Discount
The discount as of 30 September 2025
was 10.1% and the average discount
during the period was 15%. This
compares positively with a discount of
21.4% as at 30 September 2024.
The Company does not have in place
a formal discount control mechanism;
instead, the Board effects share buybacks
opportunistically where it considers
this is in the interests of shareholders
and would enhance Shareholder value.
Following Russia’s invasion of Ukraine
and the subsequent sanctions, the
Company’s shares traded at a wider
discount relative to NAV. Against this
backdrop, the Board did not consider
buybacks an effective way of delivering
value to shareholders. However,
noting the steady improvement of the
performance of the Company and the
relative value of the shares, the Board
now believes that buybacks, going
forward, may provide a more effective
tool in seeking to maintain a narrower
discount, on average, than occurred over
the last five years.
During the financial year, 74,861 Ordinary
Shares were bought back at an average
price of £7.14 per Ordinary Share, at a
cost of £535,000. All Ordinary Shares
repurchased during the year have been
or are being cancelled.
Gearing
There were no borrowings during
the period. As of 30 September 2025,
there was net cash of £1.3 million
(30September 2024: £3.8 million).
While the Company does not currently
use a loan facility, the Manager intends
to reintroduce gearing into the portfolio
FINANCIAL YEAR PERFORMANCE: NAV TOTAL RETURN VS COMPARATIVE BENCHMARKS
1
1 October 2024 to 30 September 2025 (%, GBP)
0%
5%
10%
15%
20%
25%
30%
28.3%
21.3%
20.6%
16.9%
16.8%
BEMO PLC AIC Emerging Markets
Sector Average
EM EMEA Emerging Markets Developed Markets
1
Indices based on relevant MSCI Regional indices.
Source: Barings, Refintiv, Morningstar, 30 September 2025.
The continued success of the Company over consecutive
financial years has served to improve its relative
proposition, which is now firmly above the Benchmark
over one, three, five and ten yearperiods.
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STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
through index futures. Exposure to
index futures will complement the
core investment strategy of generating
long-term alpha through stock-picking,
by enhancing total returns based on
the Manager’s views on likely broader
movements of the markets within
EM EMEA.
Dividend
In the financial year under review, the
income account generated a return
of 17.88 pence per Ordinary Share,
compared with 18.97 pence over the
same period lastyear.
Noting the recent strong performance
of the Company’s portfolio, the Board
has committed to a new progressive
dividend policy. This policy is to pay
an increased dividend each financial
year that is expected will be paid from
a combination of both income and
capital. The Directors consider that the
new dividend policy will be beneficial
in increasing value returned to existing
shareholders.
On this basis, the Directors are proposing
an increased final dividend of 13.5 pence
per share, (2024: 12.5 pence per share).
In respect of the six months ended
30March 2025, the Company paid an
interim dividend of 6 pence per share
(2024: 6pence per share). Based on
dividends for the financial year and the
share price as of the end of the financial
year, the Company’s shares yielded 2.5%.
General Meeting
The Company held a General Meeting
on 21 October 2025 for Shareholders
to approve the Continuation of the
Company. While the resolution passed,
it received less than 80% support.
Accordingly, in line with Provision 4
of the AIC Corporate Governance
Code 2024, the Board will report
within the next six months on the
actions it has taken to further engage
withshareholders.
As a result of the Resolution being
passed, the Board is implementing a
revised tender offer trigger mechanism,
a more active use of share buybacks and
an improved dividend policy. Further
information can be found on page 23.
In addition, the Investment Manager
intends to make greater use of the
capacity afforded within the Company’s
investment policy, to increase the
concentration of the portfolio to up to
around 35 holdings. To coincide with
this approach, the Investment Manager
also intends to reintroduce gearing into
the portfolio through the use of index
futures, as mentioned above. Further
information can be found in the Report
of the InvestmentManager.
Outlook
Whilst we have long championed the
benefits of the Company’s investable
universe, performance in recent years
has demonstrated them in practice.
Amid rising geopolitical risks, investment
flows are likely to be increasingly drawn
to regions that are able to deliver
growth through a domestically oriented
economy, rather than relying on global
trade, flows or purely thematic drivers.
As we regularly emphasise, the EM EMEA
region offers not only unrecognised
growth potential and unique company
selection opportunities, but also
attractive levels of income, solidifying its
place as a strong diversifier forinvestors.
Among several notable developments
this year, Emerging Europe has seen
significant positive trends. One of these
is rising hopes of the war in Ukraine
coming to an end. This, when combined
with the potential for a reinvigorated
Europe following Germany’s major fiscal
expansion, creates a fertile environment
for emerging European countries, such
as Poland. These developments point
to increasing industrial investment in
Europe in a lower risk environment.
As regards South Africa, last year’s
focus on political change opening new
avenues for its economy has shifted
more recently to the country’s rich
natural resource endowments. Gold
has been one of the best performing
assets globally, outperforming most
major stock markets in the process.
Despite this spectacular performance
having a number of drivers, both short
term and structural, the Investment
Manager believes that this rally risks
EM EMEA offers
domestic growth,
strong diversification,
and attractive income.
Emerging Europe,
especially Poland,
should benefit from a
potential ceasefire, fiscal
stimulus, and reshoring.
This environment
highlights the region’s
resilience and strategic
investmentappeal.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
overshooting. The benefit of the surging
gold price for South Africa, owing to its
investible opportunities in gold mining,
could therefore be vulnerable to a
correction in the gold market. The focus
is therefore likely to revert to political
developments as the key to the country’s
futuredirection.
Given the diversity of the EM EMEA
region, the drivers of the portfolio are
likely to vary markedly from year to
year. This natural diversification has
been a key driver of the Company’s
consistently strong returns in recent
years. Lower oil prices during the past
year have supported economies that
are net energy importers, as in EM
Europe, while Saudi Arabia and other
Middle Eastern energy exporters have
faced a more challenging environment.
Even as lower oil prices have slowed
the pace of investment and reform,
the region’s equity markets continue
to deepen following a number of initial
public offerings. Such market deepening
diversifies equity indices and attracts
capital to the region.
Promotional Activity
The Board and Investment Manager have
an ongoing communications programme,
designed to maintain the public face of
the Company’s profile and its investment
remit, particularly among the retail
investor audience.
Over the review period, we have
continued to distribute our monthly
BEMO News, which is emailed to engaged
supporters, including many hundreds
of the Company’s shareholders. These
emails provide relevant news, views,
performance updates, and links to topical
content. If you have not already done
so, I encourage you to sign up for these
targeted communications by visiting the
Company’s web page at www.bemoplc.
com and clicking on “Register for
emailupdates“.
Directors
It has been a privilege to be Chairman
of BEMO and, as well as congratulating
Barings on the performance of the
portfolio in recent years, I should like
to pay tribute to the wisdom of my
colleagues on the Board, both current
Directors and those who have now
stepped down. I shall miss them greatly
but look forward to following the progress
of the Company from thesidelines.
I am pleased to be able to tell you that
Vivien Gould, who has been on the Board
since 2019, has agreed to take over as
Chairman of BEMO. Her extensive financial
services experience and the assiduous
approach she takes to her work, most
notably as mastermind of our promotional
activity, are hugely valuable. I know I am
leaving the Company in good hands.
Annual General Meeting (“AGM”)
The AGM will be held on Thursday,
22January 2026 at 10.00 a.m. at the
offices of Barings, 20 Old Bailey, London
EC4M 7BF. A presentation from our
Investment Manager will be given at the
AGM, and attendees will also be able to
ask questions in person and meet the
Directors. Details of the formal business
of the meeting are set out in the Notice
of Meeting on page 72.
The Directors consider that all the
resolutions to be proposed at the AGM
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.
I would like to thank our shareholders
for their support in voting for the
Continuation of the Company at our
recent General Meeting and reaffirm our
commitment to maintaining a strong and
open dialogue with all shareholders.
Frances Daley
Chairman
4 December 2025
8
STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Management Arrangements
Baring Fund Managers Limited acts as
the AIFM of the Company under an
agreement, terminable by either party
giving not less than six months written
notice. The AIFM has delegated the
investment management of the portfolio
to Baring Asset Management Limited (the
“Investment Manager”).
The Investment Manager
The Investment Manager has a team
of fund managers who are responsible
for the management of the investment
portfolio. Matthias Siller,CFA,
Adnan El-Araby, CFA, and Alay Patel
are co-managers of the Company.
Matthias Siller, CFA - Head of EM
EMEA, Investment Manager
Matthias Siller joined Barings in 2006 and
was appointed Head of EM EMEA Equities
Team in 2016. He began his career in fund
management at Raiffeisen Zentralbank
Austria in 1997 as a Market Maker/
Proprietary Trader in Central & Eastern
European Equities and Derivatives. He
joined Bawag , PSK Invest as an EMEA
equity portfolio manager in 2001 and
moved to Raiffeisen Capital Management
in 2003, where he was a portfolio
manager for Central & Eastern European
Equities. Matthias has a Masters degree
from Vienna University in Economics &
Business Administration. Matthias was
awarded the CFA designation in 2006 and
his native language is German.
Adnan El-Araby, CFA - Investment
Manager
Adnan joined Barings in 2010 as an
Investment Analyst from Legg Mason
Capital Management, before becoming
an Investment Manager in 2018. He holds
a Bachelor of Commerce degree from
St. Mary’s University, Canada and was
awarded the CFA designation in 2006.
Adnan’s native language is Arabic.
Alay Patel, CFA - Investment
Manager
Alay joined Barings in November 2014 as
an Investment Analyst, before becoming
an Investment Manager in 2025. Alay has
previously held Equity Research roles at
Berenberg Bank, Jefferies International
and Morgan Stanley. He holds a BA
in Economics from the University
of California and is an ACA and CFA
Charterholder. Alay is fluent in Gujarati
and Hindi.
The EM EMEA team are supported by
the broader Emerging Market Equities
Platform, with investment professionals
based in London, Hong Kong and
Singapore. The team also draws further
support from the rest of the broader
equity platform at the Investment
Manager, especially the knowledge,
expertise and coverage of the three global
sector teams: Healthcare, Resources
andTechnology.
Fees
During the year under review, and under
this agreement, the AIFM received a fee
calculated monthly and payable at an
annual rate of 0.75% of the NAV of the
Company, together with any applicable
VAT thereon and any out of pocket
expenses incurred by the AIFM.
There is no performance fee for the AIFM.
Investment Manager
Matthias Siller Adnan El-Araby Alay Patel
9
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
EMEA MARKET PERFORMANCE & CURRENCY RETURNS – 1 October 2024 to 30 September 2025
1
Market Returns (%, GBP)
Currency Returns (%, GBP)
67.8%
60.8%
47.2%
36.4%
34.3%
30.7%
25.3%
24.8%
9.0%
0.8%
4.8%
-0.5%
-0.5%
-0.5% -0.5%-0.5%
0.4%
-18.2%
-30
-20
-10
0
10
20
30
40
50
60
70
80
Greece Hungary Poland UAE Kuwait Egypt Qatar Turkey
Czech
Republic
South
Africa
Saudi
Arabia
-2.3%
6.7%
8.7%
5.3%
1
Market Returns in GBP, based on MSCI indices, Currency Returns vs. GBP.
Source: Barings, Refinitiv, 30 September 2025.
Introduction
Five years ago, the Company expanded
its investment universe to focus on
Emerging Europe, the Middle East and
Africa (“EM EMEA”). This strategic shift
was designed to reduce the underlying
portfolio’s exposure to hydrocarbons
whilst unlocking access to exciting
growth opportunities in a broader
investment universe across some of
the world’s most dynamic markets.
Given economies across EM EMEA are
predominantly domestically focused
and relatively uncorrelated, we also
emphasised the benefits diversification
would bring, particularly during significant
macroevents.
This change has been successful, notably
through diversifying the Company’s
holdings across a broader range of
continents and countries, whilst providing
greater opportunities at the stock-level.
As a result, the Company has delivered
annualised five-year returns (net of fees)
of 7.7%, outperforming its Benchmark,
which returned 6.2% annualised and
also broader emerging markets, which
returned 7% annualised (as defined by
MSCI EM).
Looking ahead, we aim to further
strengthen the investment proposition in
two ways.
First, by leveraging the capacity afforded
within the Company’s investment policy,
to increase portfolio conviction and
concentration to up to 35 holdings.
We believe this will enable us to take
advantage of our stock selection
capabilities, with the aim of delivering
superior returns, whilst maintaining a
reasonable measure of diversification
consistent with prudent risk management.
Second, we intend to reintroduce
gearing into the portfolio through index
futures. This will be a tactical rather
than structural approach, applied in
circumstances where markets appear
to be deeply discounted to their
fundamental value, offering an attractive
balance of risk and return for our
shareholders. This approach enables us
to take advantage of the opportunities
afforded by macro dislocations.
Taken together, these enhancements
should enable the investment team to
continue delivering competitive returns
for shareholders in the years ahead.
Market Summary
Emerging European, Middle East and
African (EMEA) equity markets advanced
over the period, with the MSCI EM EMEA
Index increasing 21.3% in GBP terms
Report of the Investment Manager
10
STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
and outperforming broader developed
and emerging markets. Against this, the
portfolio outperformed significantly, with
the Company’s NAV increasing 28.3% (net
of fees) in GBP terms, providing a positive
relative return of 5.8%.
Regionally, markets in Central and
Eastern Europe were some of the best
performers across EMEA, with the Czech
Republic, Poland, Greece and Hungary
returning between 30-70% in GBP terms.
Greece rallied significantly, driven by
strong corporate earnings and renewed
foreign investor interest, especially in
the financial sector. Banks such as Alpha
and Piraeus posted outsized gains, driven
by rising interest rates, improved asset
quality and a rebound in credit growth.
Hungary also delivered impressive
returns, supported by easing inflation
and a recovery in industrial production.
Stabilisation of the forint and signs of
improved relations with the European
Union helped restore investor confidence.
The Middle East saw more diversity in
returns. The UAE outperformed, led
by financials, which benefited from
elevated interest rates, robust loan
growth and improved asset quality. Stable
macroeconomic conditions, including
contained inflation, upwardly revised GDP
growth projections and sustained foreign
direct investment, further supported
investor sentiment. In contrast, Saudi
Arabia lagged, impacted by falling oil
prices and concerns over a slowdown
in Vision 2030 giga-project spending,
geopolitical uncertainty and a broader
rotation out of energy heavymarkets.
In South Africa, the mining sector was
a key driver of equity gains, as gold and
precious metals rallied sharply amid
persistent geopolitical tensions, trade
uncertainty, and a weakening U.S. dollar.
Naspers also attracted renewed investor
interest after Tencent rallied along with
the Chinese tech sector, driven by AI
momentum and attractive multiples.
Turkey was the only market that did
not deliver an absolute return over the
period. Despite the central bank’s return
to orthodox monetary policy, political risk
increased following the arrest of Istanbul
Mayor Ekrem İmamoğlu, widely seen
as President Erdoğan’s main rival. This
has made Turkey less attractive to bond
investors and weakened the Turkish Lira.
Income
While the Company’s key objective is to
deliver capital growth from a carefully
selected portfolio of emerging EMEA
companies, we are also focused on
generating an attractive level of income
for investors from the companies in
theportfolio.
Looking ahead, as we increase portfolio
conviction and concentration to up to 35
holdings, we anticipate there is likely to be
a higher degree of variability of income
from year-to-year. This will result from
a focus on our highest conviction ideas,
some of which may favour growth over
income, or income over growth.
We regularly emphasise
the region boasts not
only unrecognised
growth potential, but
also attractive levels
of income, solidifying
its place as a strong
income diversifier.
Current Investments
Czech Republic
Qatar
Poland
Hungary
Greece
Turkey
Saudi Arabia
Kuwait
South Africa
United Arab
Emirates
CURRENT INVESTMENTS
11
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
We believe attractive and growing
levels of income can continue to be
generated from investment in EM EMEA,
as the portfolio benefits from rising
pay-out ratios and efficiency gains. In
periods where income levels may fall,
the Board remains committed to the
implementation of a progressive dividend
policy, which will enhance cash returns
to shareholders by utilizing returns
generated by capital.
Macro Themes
In line with our bottom-up approach,
our primary focus is to identify attractive
investment opportunities at the company
level for our shareholders. Nevertheless,
we remain vigilant and mindful of broader
macro effects within the region. This
vigilance helps support the contribution
to performance from our Company
selection, accessing long-term growth
opportunities while reducing the negative
effects on performance from major
macro dislocations.
EM EMEA: Safe Harbour
In our Half Year Report, we noted the
resurgence in volatility following the
introduction of trade tariffs by the Trump
Administration, aimed at traditional allies
and economic rivals alike. Given the
unconstrained nature of this shift and
erratic nature of its implementation, the
impacts of policy uncertainty have been
felt globally. This has resulted in reduced
investment and weakening growth
which, in-turn, increases the spectre
ofrecession.
While recession has so far remained
at bay, investors have begun to digest
these developments, most notabaly in
varying returns of global equity markets,
commodities and currencies. This
environment has favoured EMEMEA,
which benefits from limited direct
exposure to U.S. goods exports and
a concentration of locally dominant
business models on its stock exchanges.
At the same time, increasing uncertainty
has increased the value of commodities
such as gold, an area in which EMEMEA
is rich in deposits and investible
opportunities. These factors position
the region to be more defensive, due
to its lower sensitivity to the current
tradeuncertainty.
Return of the Bond Vigilantes:
Spot the Emerging Market
Government debt levels globally are
now approaching levels not seen since
post-World War II, a phenomenon that
has stemmed in part from the increased
spending during the COVID-19 pandemic
and the effects of the war in Ukraine.
Simultaneously, fiscal deficits have
expanded as successive governments
have remained reluctant to impose tax
increases, even despite dramatically rising
interest rates. At the same time European
governments are looking to increase
spending on defence, stretching finances
even more.
These levels of debt can pose risks to
the global economy through financial
instability if not managed properly. As
the year has progressed, we have seen
these concerns increasingly materialise.
The resulting pressures and constraints
have contributed to political instability
in countries such as France, Japan, and
the U.K. leading to changes of Prime
Ministers, and notable policy reversals
and uncertainty. Meanwhile, the U.S. has
endured its longest federal government
shutdown in history due to political
tensions over raising the debt ceiling. We
expect these issues to continue posing
elevated risks to equity markets.
The current situation stands in stark
contrast to the past when comparing the
developed and emerging economies.
Historically, emerging economies have
been associated with both high inflation
and debt due to a combination of factors,
including increased public borrowing for
development and vulnerability to global
financial conditions. Today, however, this
picture is meaningfully different. Many
emerging markets, particularly within EM
EMEA, now exhibit lower inflation, lower
levels of governmental debt and healthy
growth outlooks.
From our perspective, this increases the
diversification benefits and relative value
of investing within our region and should
reduce the equity risk premium in these
markets. Unsurprisingly, given the region’s
solid economic fundamentals and
compelling investment opportunities, we
have seen a return of capital to exchanges
and healthy IPO markets. These trends
should support valuations and close the
gap between our companies and their
developed marketpeers.
Central Europe:
War to remain on the Continent
Among the numerous developments
across the region this year, there was a
real hope for a ceasefire in Ukraine. Whilst
a resolution to the conflict has yet to
materialise, markets have reacted to the
rise in support for peace talks, affording
central Europe a significant re-rating.
This has led to a strong performance in
Poland, Hungary and Czech Republic,
surging to 35-50% in GBP terms.
Interestingly, while peace talks have
faltered to date, returns have not followed
in similar fashion, implying that markets
view this to be a permanent step in the
rightdirection.
Central Europe:
What does German re-industrialisation
mean for its neighbours?
Following the recent German elections,
Chancellor Friedrich Merz and his
coalition partners have implemented
a fiscal package centred on a new
€500 billion infrastructure fund. These
changes represent a significant shift
aimed at addressing underinvestment
within its economy, with the goal
of boosting economic growth and
modernizing the country. However,
this may have wider impacts, serving to
kick start Europe’s economic potential.
Given their proximity, Eastern European
neighbours may stand to benefit. Re-
industrialization from infrastructure
to defence, will require reshoring
activity back to the E.U. This will involve
cement, steel, copper, and importantly
people, an area where Eastern Europe
boasts a young, determined and
educatedworkforce.
Middle East:
Living in a world of lower oil prices
In recent years, oil prices have declined
from their post-Ukraine war highs, as
supply disruptions have waned and
projections anticipate oversupply heading
into 2026. This shift has benefitted some
energy-importing nations and those
grappling with the lingering impacts of
inflation. Conversely, oil and gas-oriented
economies have seen their fiscal positions
12
STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
weakened markedly. Within our investible
region, the Middle East stands out in
thiscontext.
We have long championed the Middle
East’s potential as it works structurally to
diversify its economies away from oil and
gas. Recent years have underscored the
importance of this transformation. As oil
and gas revenues have moderated, the
pace of capital investment and reform
has been adjusted downwards, whilst
international investors have looked
elsewhere for returns, removing capital
from local equity markets. This shift has
made company fundamentals a bigger
determinant of share price performance,
to the benefit of the Company. Intuitively,
economies that have prioritised
diversifying away from oil and gas have
fared significantly better than those that
haven’t. The UAE stands out this context,
boasting economic growth driven by a
large workforce, a significant consumer
market, and the influx of skilled talent
andinvestment.
South Africa:
Gold rush continues
Earlier in the year, we remarked on gold’s
impressive run, as it soared in price to
$3,400/oz. During the reporting period,
gold continued its stellar performance,
breaking the $3,850/oz threshold to
reach an all-time high. When looking
at places to invest in gold, South
Africa stands out as having the world’s
largest known gold reserves, primarily
concentrated in the Witwatersrand Basin,
with its South Deep mine holding the
largest remaining gold reserves on earth.
The portfolio has benefited significantly
from this trend, with positions in Gold
Fields and AngloGold delivering returns
of over 170% in GBP over the year.
Structurally, this upward movement has
been fuelled by the world’s central banks,
which have increased their ownership
preferences as they seek to reduce their
overreliance on the U.S. dollar. Buying
has been most enthusiastic in China and
India, gathering pace following Russia’s
invasion of Ukraine and the subsequent
Stock selection was
the primary driver of
the portfolio’s relative
outperformance during
the period, while sector
allocation contributed
modestly to returns
Source: BEMO PLC, 30 September 2025.
PORTFOLIO SECTOR WEIGHT (%)
45.1%
19.9%
11.0%
6.5%
4.4%
4.1%
3.8%
3.1%
2.0%
0%
10%
20%
30%
40%
50%
60%
Financials
Materials
Con. Discretionary
Comm. Services
Con. Staples
Health Care
Energy
Real Estate
Industrials
Source: BEMO PLC, 30 September 2025.
PORTFOLIO COUNTRY WEIGHT (%)
30.2%
25.4%
11.2%
10.4%
6.2% 6.2%
4.2%
3.5%
2.0%
0.7%
0%
5%
10%
15%
20%
25%
30%
35%
South Africa
Saudi Arabia
UAE
Poland
Greece
Turkey
Hungary
Kuwait
Qatar
Czech Republic
Asset Allocation
13
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
weaponisation of the dollar by the U.S.
While central bank purchases have begun
to plateau, speculators have returned
pushing prices higher. This could lead
to a period of consolidation as prices
move away from their fundamental
value. Despite the uplift in gold prices,
we continue to hold exposure to
these companies and remain vigilant
for attractive entry points to build
positionsfurther.
Company Selection
Our team regularly engages with
management teams and analyses industry
competitors to gain insight into business
models and sustainable competitive
advantages. Based on this analysis, we
seek to take advantage of these perceived
inefficiencies through our in-depth
fundamental research, which includes
an integrated environmental, social and
governance (ESG) assessment and active
engagement, to identify and unlock
mispriced growth opportunities for
ourshareholders.
Stock selection was the primary driver of
the portfolio’s relative outperformance
during the financial year, while sector
allocation contributed modestly
toreturns.
The materials sector in South Africa
was the strongest source of alpha, as
investors favoured gold and precious
metals amid ongoing geopolitical
tensions, trade uncertainty and a
weakening U.S. dollar. Our overweight
positions in Goldfields, AngloGold
Ashanti, and Valterra Platinum were key
contributors. Polish miner KGHM also
added to relative returns, benefiting from
rising copper and silverprices.
Financials delivered notable gains,
particularly through stock selection in
Emerging Europe. Whilst the Company
has the ability to invest in all sectors, a
significant proportion of the investment
universe is concentrated within financials,
representing more than 45% of the
Benchmark, with banks representing a
significant proportion of this. As domestic
consumption and investment continue
to grow in our region, credit-to-GDP
ratios are expected to rise, fuelling greater
demand for mortgages, consumer
credit, and business loans. This leaves
banks in this region deeply connected
to the strength of their local economies
and set to benefit from ongoing
economicdevelopment.
From a stock selection perspective,
Greek banks Alpha and Piraeus stood
out, supported by attractive valuations,
high-quality assets, and a favourable
macroeconomic backdrop. Investor
sentiment was buoyed by proactive
steps to address the fiscal implications
of Deferred Tax Credits, capitalised tax
shields, reinforcing confidence in the
sector’s earnings potential. Alpha Bank
received an additional uplift following
UniCredit’s decision to increase its stake.
Hungary posted strong returns, aided
by easing inflation and a rebound in
industrial production. Stabilisation
of the forint and signs of improved
E.U. relations helped restore investor
confidence. OTP Bank reached an all-
time high, having strategically divested
underperforming subsidiaries and
prioritised capital returns over expansion,
funding growth entirely through internal
resources. Czech bank Komercni was
another standout, where strong profit
growth, resilient asset quality and the
rollout of a new digital bank, combined
with a compelling valuation, drove share
price appreciation.
In Poland, insurance firm PZU contributed
positively, with investors responding
favourably to the interim CEO’s strategic
focus on corporate governance, dividend
policy, and long-term value creation.
The Company’s plan to restructure
into a listed financial conglomerate,
spanning insurance, health, banking
(PKO), and asset management, was well
received. PKO Bank also delivered strong
results, with sequential improvement
in net interest margins and growing
expectations for accelerated lending. The
portfolio’s largest single-stock detractor
was Polish parcel operator Inpost, which
declined after downgrading domestic
volume growth and amid uncertainty
surrounding its Allegro partnership.
In the UAE, Abu Dhabi Commercial Bank
added to returns, supported by robust
results and ambitious medium-term
targets. However, our participation in the
IPO supermarket operator Lulu detracted
from performance. Weak results and
management’s inability to reassure
investors about growth expectations led
to a loss of confidence, prompting our
exit from the position. In Kuwait, our
underweight to financials also detracted
from performance. The sector rallied
on hopes for new debt and mortgage
legislation and signs of domestic political
stabilisation.
Saudi Arabia was the worst-performing
market in the EMEA region. Low oil prices
and tight liquidity raised concerns about
giga-project spending and credit growth.
While financials contributed positively,
our overweight in Saudi Tadawul
weighed on returns due to weaker
trading volumes and margin pressure
from increased investment in technology
and staffing. Hospital operator Sulaiman
Al Habib also declined on valuation
concerns. Meanwhile, our underweight
in Saudi banks proved beneficial, as the
sector underperformed due to falling oil
prices and concerns over a slowdown
in Vision 2030 giga-projects, alongside
a broader rotation out of energy-heavy
markets. Utilities contributed positively,
almost entirely due to our underweight
in ACWA Power. The Saudi utility traded
at elevated valuation multiples and
experienced a sharp sell-off following
weak results, subdued guidance, and the
announcement of a rights issue.
Turkey was the largest contributor to
negative relative returns. Initial optimism
around inflation normalisation and
earnings recovery gave way to political
unrest following the mid-March arrest
of Istanbul Mayor Ekrem İmamoğlu
on corruption and terrorism-related
charges. This triggered depreciation in
the Lira and central bank intervention.
Consequently, our overweight in Yapi
Kredi and Akbank hindered performance,
as inflationary pressures and regulatory
constraints weighed on the banking
sector. Owning supermarket operator,
BIM, also impeded returns due to
14
STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
the challenging macro and political
environment. Additionally, a fine levied
by the antitrust board and the rejection
of its share buyback request by the
Capital Markets Board further pressured
the stock.
Outlook
In the near term, whilst we have
championed the EMEA region’s safe
haven status, the dominance of financials
within our investable universe does leave
a proportion of our investee companies
susceptible to sentiment around interest
rate trajectories, inflation dynamics,
and broader growth expectations.
Whilst this is the case, the region is also
home to a diverse set of companies
and structural drivers that offer distinct
investmentopportunities.
From a European standpoint, countries
such as Poland, Greece, and Turkey
present compelling growth potential,
underpinned by sound public finances
and a firm commitment to defence
spending and military capability. These
markets often benefit from relatively
stable political environments, which
could be further supported by a ceasefire
in the Ukraine-Russia conflict. Their
independent monetary policy frameworks
also provide a degree of resilience. Within
emerging markets, we expect Emerging
Europe to be less exposed to global trade
tensions and well-positioned to benefit
from nearshoring trends.
Turkey’s shift towards orthodox monetary
policy presents a nuanced picture.
Whilst it opens the door to long-term
opportunity, it also presents economic
and political risks. Across the EMEA
region, food inflation is easing, and most
central banks have either begun cutting
rates or are preparing to do so. This
should support consumption and reduce
credit risk across the banking sector.
In the Gulf Cooperation Council (“GCC”)
states, equity markets continue to
broaden and deepen, with a growing
number of public and private companies
coming to market via initial public
offerings. Despite persistent geopolitical
risks, the increasing Benchmark
representation of GCC markets is likely to
attract greater investor attention.
South Africa’s rich natural resource base
continues to underpin its investment
case, but the country’s future trajectory is
closely linked to political developments.
Last year’s election ushered in a new
coalition government, bringing the
market-friendly Democratic Alliance
into partnership with the African
National Congress. While the coalition’s
performance has been mixed, sentiment
is beginning to shift positively. Should
the coalition hold, there is meaningful
scope for structural reform, particularly in
labour markets and business regulation,
which could unlock South Africa’s growth
potential and improve living standards.
EMEA’s outlook depends
on global rates and
growth, but regional
reforms, easing inflation
and diversification
offer strong, selective
investment opportunities.
15
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
15
Investment Approach
Our strategy seeks to diversify the portfolio by harnessing the long-term growth and income potential of Emerging EMEA.
The portfolio is managed by our team of experienced investment professionals, with a repeatable process that also integrates
Environmental, Social and Governance (“ESG”) criteria.
Our strategy
Access
An experienced investment
team helps to foster strong
relationships with the
companies in which
we invest.
First-hand Expertise
The investment team
conducts hundreds of
company meetings per
year, building long-term
relationships andinsight.
Process
Extensive primary research
and proprietary fundamental
analysis, evaluating companies
over a 5-year research horizon
with macro considerations
incorporated through our Cost
of Equity approach.
ESG Integration
Fully integrated dynamic
ESG assessment combined
with active engagement
to positively influence
ESGpractices.
Our Research: Dr Sulaiman Al Habib Medical Services (HMG)
Country/Sector: Saudi Arabia/Health Care
While Saudi Arabia has seen the pace of capital investment and reform adjusted downwards as petrochemicals
revenues have moderated, unique opportunities from the bottom-up remain. Dr Sulaiman Al Habib Medical
Services (HMG) is one such example.
HMG was founded in 1993 in Riyadh, Saudi Arabia. Today it is one of the Middle East’s leading private healthcare
providers. The company manages a wide network of hospitals, specialized medical complexes, day surgery centres,
and diagnostic laboratories.
What do we like about the company?
Strategic Alignment with National Healthcare Transformation
HMG is aligned with Saudi Arabia’s Vision 2030, which emphasizes healthcare
privatization, moving the burden away from the state to the private sector.
HMG’s leading position supports its
ability to attract and retain top talent
Brand Recognition
HMG is recognized as a top-tier brand among private healthcare providers in
the kingdom, exclusively operating in the high-end “Class A” segment. Such is
their brand that demand growth has been the key driver of revenue growth for
the company rather than price increases. This approach has not only fostered
brand loyalty, but also strengthened relationships with insurance providers
making HMG a benchmark for quality in the region.
29,200+
Workforce
60% Female/
40% Male
Staff Ratio
Comprehensive, Specialized Medical Services
HMG is currently undertaking the largest hospital bed rollout programme in
the sector, with over 4,000 beds being deployed across seven new hospitals in
Saudi Arabia. We expect the demand for HMG services to ramp up, leading to
increased capacity utilization and supporting earnings into the future.
5,600+
Physicians
90%+
Retention Rate
16
STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
ENGAGEMENT CASE STUDY:
Dr Sulaiman Al Habib Medical Services (HMG) - Saudi Arabia/Healthcare
We regularly engage with companies with the aim of improving corporate behaviour or enhancing disclosure levels.
ENGAGEMENT OVERVIEW
• Given the significant impact staff turnover can have on HMG’s operating model, we engaged with the company to better
understand its recruitment and treatment of nurses.
OBJECTIVE: Enhancing Disclosure
• We view the quality of HMG’s service as a key differentiating factor for the company, and its ability to retain its brand loyalty.
By having a broader understanding of these approaches, we were able to attain greater confidence in the company’s business
model and opportunity.
OUTCOME
• As part of our assessment of ESG we place emphasis on areas of a company’s business model which have the highest materiality.
HMG’s quality of service remains highly reliant in its ability to attract and retain top talent, with nurses sitting at the forefront.
• In our engagement with management, they were able to clearly articulate how HMG places a heavy emphasis on attracting the
best nurses. The majority are found within the Philippines, with nurses from this country in high demand globally. As part of their
packages, HMG offers highly competitive salary and benefits. These packages are not only impressive from a local perspective,
but highly competitive when compared globally.
• Overall, we feel confident that management are placing significant emphasis on this key area of their business, with the ultimate
efficacy of their approach seen in the retention ratio which exceeds 90%.
To ensure consistency of research we utilise a standardised proprietary assessment framework to capture ESG attributes of each
individual company under research coverage (see Chart A opposite).
A Focus on ESG
Our proprietary ESG assessment forms a core component of our fundamental bottom-up research. It is guided by our in-depth
knowledge and regular interactions with company management teams.
As an integral step of our research, our ESG assessment is undertaken by our equity investment professionals as a fully integrated
component of our investment process. This approach to ESG is anchored by three pillars:
Integration
Integrating ESG is core to our
fundamental research and allows us to
better assess the risks and opportunities
for our investments that are not apparent
in traditional finance analysis. This
influences both our quality assessment of
a company as well as its valuation and is
therefore integral to decision making.
A dynamic, forward-looking approach
Our proprietary assessment is aimed
at capturing improving or deteriorating
standards to highlight and reward more
sustainable business practices, rather
than relying on static assessments from
thirdparties.
Active engagement over exclusion
We aim to drive positive outcomes
through direct engagement with
corporate management teams rather than
relying on blanket exclusions, potentially
unlocking value for our investors.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
Key Topics Data/Issues to Consider
Sustainability
of the
Business
Model
(Franchise)
1
Employee
Satisfaction
Employee Relations: Staff Turnover; Strikes; Remuneration of Staff;
Fair Wages; Injuries; Fatalities; Unionised Workforce; Employee Engagement,
Diversity & Inclusion.
2
Resource
Intensity
Water Usage; GHG Emissions; Energy; Transition Risks.
3
Traceability/
Security in Supply
Chain
Traceability of Key Inputs; Investments in Protecting the Business from External
Threats, e.g., Cyber Security, Physical Risks from Climate Change; Backward
Integration (Protection of Key Inputs); Transition Risks in Supply Chain.
Corporate
Governance
Credibility
(Management)
4
Effectiveness
of Supervisory/
Management
Board
Sound Management Structures: Separation of Chairman & CEO; Size of Board;
Independence of Board; Frequency of Meetings; Attendance Record;
Voting Structure; FemaleParticipationonBoards.
5
Credibility
of Auditing
Arrangements
Credible Auditor; Independent Audit Committee;
Qualification to Accounts.
6
Transparency &
Accountability of
Management
Access To Management; Financial Reporting; Tax Disclosure and Compliance;
Appropriate Incentive Structure; Remuneration of Staff;
Gender & Diversity Considerations; Employee Relations.
Hidden
Risks on the
Balance Sheet
(Balance
Sheet)
7
Environmental
Footprint
GHG Emissions; Carbon Intensity; History of Environmental Fines/Sanctions;
Reduction Programmes in Place for Water/Waste/Resource Intensity, Air Quality;
Transition Risks; PhysicalRisks from Climate Change.
8
Societal Impact
of Products/
Services
Health/Wellness implications of Consumption of goods/services; Product Safety
Issues; Community Engagement.
9
Business Ethics
Anti-competitive practices; Bribery/Corruption; Whistle-Blower Policy;
Litigation Risk; Tax Compliance; Freedom of Speech; Anti-Slavery and
Human Rights; Gender & Diversity Considerations.
CHART A – FUNDAMENTAL RESEARCH: EXAMPLE ESG SCORECARD
ESG and its impact on company valuation
ESG influences the company-specific risk premium that forms a portion of the overall discount rate attributed to the company for
valuation and identifying potential mispricing. Each company under research coverage will be assessed by the relevant investment
professional using a dynamic framework, where the nine ESG sub-categories will each be assigned arating of unfavourable, not
improving, improving or exemplary.
Each sub-category is equally weighted and the sum of the nine ratings will translate into either a positive or negative adjustment ranging
from -1% to +2% to the company’s Cost of Equity (“COE”), which is used to discount our earnings forecasts. In addition, we have recently
introduced a Carbon Cost assessment for relevant companies that we anticipate will be impacted by costs associated with reducing
greenhouse gas (GHG) emissions, which can add a further 2% to the company’s COE.
For further detail on our approach to ESG integration and our Carbon Cost assessment please see the links below:
ESG Integration and Active Ownership Policy
Carbon Cost Assessment: Unlocking Hidden Value in Carbon-Intensive Companies
Baring Asset Management Limited
Investment Manager
4 December 2025
18
STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Top Ten Holdings
at 30 September 2025
1
Naspers Limited
South Africa
Listed in South Africa, the company is one
of the largest technology investors in the
world with investments across a number
of geographies and more than two billion
customers using their products and services.
This includes food delivery services such
as iFood in Brazil, and Swiggy in India, and
online marketplaces such as China’s Tencent
where the Company is the largest investor.
Communication
Services
£7,217,000
6.96%
4
AngloGold Ashanti
South Africa
AngloGold Ashanti is a global gold mining
company operating in Africa, the Americas,
and Australia. Established in 2004, it primarily
produces gold, with by-products like silver
and uranium, and is listed on multiple stock
exchanges, including the NYSE. The company
focuses on value creation through its
strategic operations.
Materials
£4,745,000
4.58%
Headquarters Sector Market value % of net assets
2
Al Rajhi Bank
Saudi Arabia
As the world’s largest Islamic bank focused
on retail lending, Al Rajhi benefits from
higher margins due to its low-cost deposits.
Its predominantly fixed-rate lending allows
margin expansion as global interest rates
fall. The bank is also growing fintech
initiatives like Emkan and Urpay and plans
to monetize several subsidiaries to create
shareholdervalue.
Financials
£6,520,000
6.29%
10
OTP Bank
Hungary
OTP Bank Group is the largest commercial
bank of Hungary and one of the largest
independent financial service providers
in Central and Eastern Europe, offering
banking services for private individuals and
corporateclients.
Financials
£2,861,000
2.76%
6
Capitec
South Africa
Capitec is South Africa’s fastest-growing
bank, leading and benefiting from new
trends in the country’s financial services
sector. Known for its four pillars of Simplicity,
Affordability, Accessibility, and Personalised
Experiences, Capitec has a strong brand
franchise and an excellent management team
that has executed well over the past two
decades, creating significant value.
Financials
£3,681,000
3.55%
3
Gold Fields
South Africa
Gold Fields Limited is a globally diversified
gold producer with approximately nine
operating mines in Australia, South Africa,
Ghana, Chile and Peru and one project
in Canada. The company is involved in
underground and surface gold and surface
copper mining and silver and related
activities, including exploration, extraction,
processing and smelting.
Materials
£5,104,000
4.93%
9
FirstRand
South Africa
FirstRand is a leading South African bank
offering a diverse range of services, including
lending, insurance, and investment products.
The bank has a higher market share across
several segments domestically while also
having some international exposure, most
notably through its UK financing subsidiary
Aldermore, resulting in a high return on
equityprofile.
Financials
£2,904,000
2.80%
5
The Saudi National Bank
Saudi Arabia
Saudi National Bank is the largest bank in
Saudi Arabia by assets, following the merger
of National Commercial Bank and Samba
Financial Group in 2021. The bank boasts
a diversified lending profile, enabling it to
benefit from both margin expansion as
interest rates decrease and corporate loan
growth driven by Saudi Arabia’s Vision 2030
program and its associated giga projects.
Financials
£4,073,000
3.93%
8
National Bank of Kuwait
Kuwait
National Bank of Kuwait, has a 60%
ownership of Islamic bank Boubyan, serving
a younger, faster-growing customer base. It
is considering a merger with Gulf Bank, and
could see faster loan growth, especially in
mortgages, if political paralysis eases through
a government-parliament détente.
Financials
£3,177,000
3.07%
7
Valterra Platinum
South Africa
Valterra Platinum, is a global mining company
specializing in platinum group metals (PGMs)
and other metals. It produces platinum,
palladium, rhodium, iridium, ruthenium,
osmium, as well as base metals (copper,
nickel, cobalt) and gold. The company
operates across the full value chain, from
mining in South Africa and Zimbabwe to
refining and global marketing.
Materials
£3,648,000
3.52%
Top Ten companies total £43,930,000, 42.39% of net assets
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
Holding
Primary country
of listing or investment
Market value
£’000
% of
net assets
1 Naspers Limited South Africa 7,217 6.96%
2 Al Rajhi Bank Saudi Arabia 6,520 6.29%
3 Gold Fields South Africa 5,104 4.93%
4 AngloGold Ashanti South Africa 4,745 4.58%
5 The Saudi National Bank Saudi Arabia 4,073 3.93%
6 Capitec South Africa 3,681 3.55%
7 Valterra Platinum South Africa 3,648 3.52%
8 National Bank of Kuwait Kuwait 3,177 3.07%
9 FirstRand South Africa 2,904 2.80%
10 OTP Bank Hungary 2,861 2.76%
11 Alpha Bank Greece 2,801 2.70%
12 Dr Sulaiman Al Habib Medical Group Saudi Arabia 2,770 2.67%
13 Saudi Telecom Saudi Arabia 2,596 2.50%
14 Piraeus Financial Holdings Greece 2,531 2.44%
15 Allegro Poland 2,529 2.44%
16 Saudi Arabian Mining Saudi Arabia 2,502 2.41%
17 Adnoc Drilling Company United Arab Emirates 2,387 2.30%
18 Bim Birlesik Turkey 2,204 2.13%
19 KGHM Polska Poland 2,165 2.09%
20 Saudi Basic Industries Saudi Arabia 2,110 2.04%
21 Standard Bank South Africa 2,080 2.01%
22 Qatar National Bank Qatar 1,996 1.93%
23 Emaar Properties United Arab Emirates 1,965 1.90%
24 First Abu Dhabi Bank United Arab Emirates 1,759 1.70%
25 Etihad Etisalat Saudi Arabia 1,683 1.62%
26 Emirates Telecom United Arab Emirates 1,616 1.56%
27 Saudi Arabian Oil Saudi Arabia 1,502 1.45%
28 YapiI Ve Kredi Bankasi Turkey 1,498 1.45%
29 Gedeon Richter Hungary 1,460 1.41%
30 Saudi Tadawul Group Saudi Arabia 1,448 1.40%
31 Abu Dhabi Commercial Bank United Arab Emirates 1,412 1.36%
32 Zabka Group Poland 1,372 1.32%
33 Akbank Turkey 1,369 1.32%
34 Inpost Poland 1,271 1.23%
35 Aldar Properties United Arab Emirates 1,206 1.16%
36 PKO Bank Polski Poland 1,077 1.04%
37 PZU Poland 1,046 1.01%
38 Jumbo Greece 998 0.96%
39 Shoprite Holdings South Africa 960 0.93%
40 Abu Dhabi Islamic Bank United Arab Emirates 775 0.75%
Investment Portfolio
at 30 September 2025
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STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Holding
Primary country
of listing or investment
Market value
£’000
% of
net assets
41 Saudi Awwal Bank Saudi Arabia 743 0.72%
42 Haci Omer Sabanci Holding Turkey 715 0.69%
43 Komercni Bank Czech Republic 712 0.69%
44 CD Projekt Poland 689 0.66%
45 Koç Holding Turkey 537 0.52%
46 Mr Price Group South Africa 468 0.45%
47 Santander Bank Polska Poland 428 0.41%
48 Kuwait Finance House Ord Shs Kuwait 410 0.40%
49 Salik Company United Arab Emirates 277 0.27%
Russian investments Russia 0.00%
Total investments 101,997 98.43%
Net current assets 1,629 1.57%
Net assets 103,626 100.00%
Russian Investments
As at 30 September 2025, the Company held the following investments. These investments continue to be valued at zero. During the
period the Company realised £1,045,872 from disposing of its holding in the Russian investment, Nebius N.V.
Year ended 30 September 2025
Company Number of Shares
Norilsk Nickel 1,509,800
Sberbank 1,374,068
Gazprom 824,340
United Company Rusal 572,570
Novatek 107,150
Moscow Exchange 86,875
Lukoil 72,519
The Company also has a bank account in Moscow (“S” account) into which dividends from its Russian investments are paid. These
amounts are held in rubles and, under the current sanctions regime, cannot be remitted to the Company and may never be received.
They are not recognised in the Company’s net asset value or in its income statement and are excluded from the management fee. The
amount held in the “S” account at 30 September 2025, was 341,300,000 rubles.
21
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
The Strategic Report on pages 2 to
28 of the Annual Report and Audited
Financial Statements has been prepared
in accordance with the requirements
of Section 414 of the Companies Act
2006 and best practice. Its purpose is to
provide information to the shareholders
of the Company and help them to assess
how the Directors have performed their
duty to promote the success of the
Company, in accordance with Section 172
of the Companies Act 2006.
Company Status
Barings Emerging EMEA Opportunities
PLC (the “Company”) was incorporated
on 11 October 2002 as a public limited
company and is an investment company
in accordance with the provisions of
Section 833 of the Companies Act
2006 (the “Act”). It is a member of the
Association of Investment Companies
(the “AIC”). The ticker is BEMO.
The Company’s principal activity is
operating as an investment trust. The
Company aims to qualify consistently
as an investment trust under Sections
1158/1159 of the Corporation Tax Act
2010 (“S1158/1159”). The Directors do not
anticipate any changes to this activity in
the foreseeable future.
The Directors are of the opinion that the
Company continues to conduct its affairs
so as to be able to continue to qualify as
an investment trust.
As an investment trust, the Company has
appointed an Alternative Investment Fund
Manager, Baring Fund Managers Limited
(the “AIFM”), to manage its investments.
It has also appointed third-party service
providers to manage the day-to-day
operations of the Company, whose
performance is monitored and challenged
by a Board of independent Non-Executive
Directors.
The AIFM is authorised and regulated
by the Financial Conduct Authority
(the “FCA”). The AIFM has delegated
responsibility of the investment
management for the portfolio to
Baring Asset Management Limited (the
“Investment Manager” or “Manager”).
Further information on the Investment
Manager, their investment style and
management of the investment portfolio
can be found on pages 8 to 17.
The AIFM receives an investment
management fee of 0.75% per annum
of the Net Asset Value (“NAV”) of the
Company. This is paid monthly in arrears
based on the level of net assets at the end
of themonth.
The Company has no employees and the
Board is comprised of Non-Executive
Directors. The day-to-day operations
and functions of the Company have
been delegated to third-party service
providers, which are subject to the
ongoing oversight of the Board. In line
with the stated invest
ment style, the
Manager takes a bottom-up approach,
founded on research carried out using
the Manager’s own internal resources.
This research, which has a strong focus
on environmental, social and governance
issues, enables the Manager to identify
what it believes to be the most attractive
stocks in EMEA markets.
Business Model and Strategy
Barings Emerging EMEA Opportunities PLC
Focusing on the markets of Emerging
Europe, the Middle East and Africa, the
Company seeks out attractively valued,
quality companies across this diverse and
fast-changing region.
Managed by one of the region’s most
experienced investment teams with a
consistent track record of delivering
relative outperformance.
A differentiated and innovative
investment process driven by
fundamental bottom-up analysis –
with a strong focus on environmental,
social and governancefactors.
The Company’s primary
purpose is to meet its
investment objective to
deliver capital growth,
principally through
investment in emerging and
frontier equity securities
listed or traded on
EMEAmarkets.
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STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Purpose, Values and Strategy
The Company’s primary purpose is to
meet its investment objective to deliver
capital growth, principally through
investment in emerging and frontier
equity securities listed or traded on
EMEA markets. To achieve this, the Board
uses its breadth of skills, experience and
knowledge to oversee and work with the
Investment Manager, to ensure that it has
the appropriate capability, resources and
controls in place to actively manage the
Company’s assets to meet its investment
objective. The Board also selects and
engages reputable and competent
organisations to provide other services on
behalf of the Company.
The Company’s values focus on
transparency, clarity and constructive
challenge. The Directors recognise the
importance of sustaining a culture that
contributes to achieving the purpose
of the Company consistent with those
values. Further detail on culture can be
found on page 25.
Investment Objective
The Company’s investment objective
is to achieve capital growth, principally
through investment in emerging and
frontier equity securities listed or traded
on Eastern European, Middle Eastern and
African (“EMEA”) securities markets. The
Company may also invest in securities
in which the majority of underlying
assets, revenues and/or profits are, or are
expected to be, derived from activities in
EMEA but are listed or traded elsewhere
(EMEAUniverse).
Investment Policy
The Company intends to invest for the
most part in emerging and frontier equity
listed or traded on EMEA securities
markets or in securities in which the
majority of underlying assets, revenues
and/or profits are, or are expected to be,
derived from activities in EMEA but are
listed or traded elsewhere. To achieve
the Company’s investment objective,
the Company selects investments
through a process of bottom-up
fundamental analysis, seeking long-
term appreciation through investment in
mispricedcompanies.
Where possible, investments will generally
be made directly into public listed or
traded equity securities including equity-
related instruments such as preference
shares, convertible securities, options,
warrants and other rights to subscribe or
acquire equity securities, or rights relating
t
o equity securities.
It is intended that the Company will
generally be invested in equity securities;
however, the Company may invest in
bonds or other fixed-income securities,
including high risk debt securities. These
securities may be below investment
grade. The number of investments in the
portfolio will normally range between 20
and 65.
The Company may invest in unquoted
securities, but the amount of such
investment is not expected to be
material. The maximum exposure to
unquoted securities should be restricted
to 5% of the Company’s gross assets,
at the time of investment, in normal
circumstances. The Company may also
invest in other investment funds in order
to gain exposure to EMEA countries
or gain access to a particular market,
or where such a fund represents an
attractive investment in its own right.
The Company will not invest more than
10% of its gross assets in other UK listed
closed ended investment funds, save
that, where such UK listed closed ended
investment funds have themselves
published investment policies to invest
no more than 15% of their total assets
in other listed closed ended investment
funds, the Company will invest not more
than 15% of its gross assets in such UK
listed closed ended investmentfunds.
Whilst there are no specific limits
placed on exposure to any one sector
or country, the Company seeks to
achieve a spread of risk through
continual monitoring of the sector and
country weightings of the portfolio.
The Company’s maximum limit for
any single investment at the time of
purchase is the higher of 15% of gross
assets or the weight of the purchased
security in the comparator Benchmark
plus 5%, with an upper maximum limit of
20% of gross assets (excluding for cash
management
purposes).
The Company may use borrowed
funds to take advantage of investment
opportunities. However, it is intended that
the Company would only be geared when
the Directors, advised by the Investment
Manager, have a high level of confidence
that gearing would add significant value
to the portfolio. The Investment Manager
has discretion to operate with an overall
exposure of the portfolio to the market
of between 90% and 110%, to include the
effect of any derivative positions.
The Company may use derivative
instruments for the purpose of efficient
portfolio management (which includes
hedging) and for any investment purposes
that are consistent with the investment
objective and policies of the Company.
Benchmark
The Company’s comparator Benchmark is
the MSCI Emerging Markets EMEA Index
(net dividends reinvested).
Key Performance Indicators
The Key Performance Indicators (“KPIs”)
of the Company are as follows:
• Annualised NAV total return¹
• Share price total return¹
• Dividend per Ordinary Share
The returns for the year are set out under
Financial Highlights on page 2.
Dividends
An interim dividend of 6 pence per
Ordinary Share was declared on 6 June
2025. It was paid on 25 July 2025.
The Board recommends a final dividend
of 13.5 pence per Ordinary Share.
Subject to shareholder approval at the
AGM, it will be paid on 6 February 2026
to shareholders on the register at the
close of business on 19 December 2025.
The Ordinary Shares will be marked ex-
dividend on 18 December 2025.
Buyback Programme
During the year under review, the average
discount to NAV at which the Company’s
Ordinary Shares traded at was 15.1% (2024:
21.8%) and 74,861 Ordinary Shares were
repurchased at a cost of £535,000 (2024:
No Ordinary Shares were repurchased
1
APMs; definitions can be found in the Glossary on pages 80 to 82.
23
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
for cancellation for £nil). Ordinary Shares
repurchased during the year have been
cancelled. At 30September 2025 the
discount was10.1%.
Discount Control Mechanism
The Board is aware of shareholders’
continued desire for a strong discount
control mechanism, though also mindful
of the need to provide the Company
the opportunity to achieve its goal of
outperforming its Benchmark.
With effect from 1 October 2020, the
Board approved a tender offer trigger
mechanism to provide shareholders
with a tender offer for up to 25% of
the Company’s issued Ordinary Share
capitalif:
(i) the average daily discount of the
Company’s market share capital to
its net asset value (‘cum-income’)
exceeds 12%, as calculated with
reference to the trading of the
Company’s shares over the period
between 1 October 2020 and
30September 2025; or
(
ii) the performance of the Company’s
net asset value per share on a total
return basis does not exceed the
return on the MSCI Emerging Markets
EMEA Index (net) by an average of
50basis points per annum over the
Calculation Period.
Since 1 October 2020, the Company
has performed well. The Company
outperformed its Benchmark, the MSCI
Emerging Markets EMEA Index by 1.4%
annualised. However, Russia’s invasion of
Ukraine and the resultant sanctions have
had a material impact on the Company.
Russian assets represented approximately
17.6%. of the Company’s net assets as at
25February 2022. The implementation of
sanctions on that date led to writing down
the Company’s Russian assets to zero.
After these events, the Company’s shares
traded at a wider discount relative to NAV.
Over the Calculation Period, the average
daily discount of the shares was 16.8%.
Therefore, whilst the Company’s achieved
the performance target, the Company
did not meet its target in relation to
the average discount at the end of the
Calculation Period.
The Board considered that a tender
offer of up to 25% would not be in
the best interests of the Company or
shareholders. If taken up, such tender
would significantly reduce the size of the
Company and the liquidity of the shares,
and would increase the Company’s cost
ratios beyond what the Board considered
to be an acceptable level. These factors
taken together would have reduced
the ongoing viability of the Company
to such an extent that continuation of
the Company in its current structure
post a tender offer of up to 25% would
bechallenging.
As a result, the Board offered
shareholders the opportunity to vote on
the continuation of the Company as it
is presently constituted. Accordingly, a
General Meeting was held on 21October
2025 at which the Ordinary Resolution
to continue the Company’s business
as a closed ended investment trust
waspassed.
New Proposals
As a result of the Continuation Resolution
being passed, the Board is implementing
a revised tender offer trigger mechanism,
a more active use of share buybacks and
an improved dividendpolicy.
(a) Tender offer trigger mechanism
Under the revised mechanism,
shareholders will be offered a tender offer
for 100% of the Company’s issued share
capital if performance of the Company’s
NAV does not exceed the return of the
Benchmark for the period between
1October 2025 and 30 September 2028.
Alongside this, the Board will provide
shareholders with the opportunity to
vote on the continuation of the Company
annually, at each Annual General Meeting
of the Company, starting from the Annual
General Meeting in respect of the year
ending 30September 2026, expected to
be held in January 2027.
(b) Share Buybacks
The Company does not have in place
a formal discount control mechanism;
instead the Board effects share buybacks
opportunistically where it considers
this is in the interests of shareholders,
and would be effective in enhancing
shareholder value. Following Russia’s
invasion of Ukraine and the subsequent
sanctions, the Company’s shares traded
at a wider discount relative to NAV.
Against this backdrop, the Board did
not consider buybacks an effective way
of delivering value to shareholders.
However, noting the steady improvement
of the performance of the Company
and the relative value of the shares, the
Board now believes that buybacks, going
forward, may provide a more effective
tool in seeking to maintain a narrower
discount, on average, than occurred over
the last five years, thereby increasing
returns toshareholders.
(c) Dividend Policy
The Board has committed to a new
progressive dividend policy with the
intention of paying an increased dividend
each financial year, with effect from the
year ended 30 September 2025. It is
expected that this dividend will be paid
from a combination of both income and
capital and the Board will not be bound
by the previous policy of only paying up
to 1% per annum of NAV from capital
each year.
24
Background
Directors have a duty to make decisions
that promote the success of a company
for the benefit of shareholders as a whole.
This responsibility is formally enshrined
in section 172 (1) of the Companies Act
2006. Section 172 (1) stipulates that
board decisions must be made with
the long-term consequences of those
decisions in mind, including the interests
of employees, suppliers, customers
and other stakeholders. It also requires
consideration of the impact on the
community and the environment, the
importance of maintaining a reputation for
high standards of business conduct, and
the need to act fairly between members of
theCompany.
Stakeholders
The Board seeks to understand the
needs and priorities of the Company’s
stakeholders. These are taken into
account during discussions and as part
of its decision-making. The Board has
concluded that, as the Company is an
externally managed investment trust
and does not have any employees or
customers in the traditional sense, its key
stakeholders comprise its shareholders,
the Investment Manager, and key service
providers such as the Corporate Broker,
Company Secretary, Registrar, Custodian,
Auditor and Administrator as well as its
Investee Companies. The Board also
considers the Company’s responsibilities
to the environment and the wider
community. The section below discusses
the actions taken by the Company to
ensure that the interests of stakeholders
are taken into account, particularly in
the context of the emerging climate
changeagenda.
Shareholders
Continued shareholder support and
engagement are crucial to the Company’s
existence and the delivery of long-term
strategy.
The Board is committed to maintaining
open communication channels and
engaging with shareholders in the most
helpful manner to understand their views.
During the year there was significant
engagement with the Company’s major
shareholders on the future strategy of
theCompany.
As a result, the Board offered
shareholders the opportunity to vote
on the continuation of the Company as
it is presently constituted at a General
Meeting held on 21 October 2025. The
resolution was passed, receiving strong
support from shareholders. However, the
resolution received a significant number of
votes against, the majority of which were
attributable to a single shareholder. The
Board is committed to taking the views of
all shareholders into account and will give
careful consideration to all views received.
The Board will report within the next six
months on the actions it has taken to
further engage with shareholders.
Shareholders will also be provided with
the opportunity to vote on the Company’s
continuation at the 2027 AGM and at each
AGM thereafter.
During the year, the Board continued
to engage with shareholders through
thefollowing:
• Annual General Meeting – The
Company welcomes and encourages
attendance and participation from
shareholders at the AGM. This forum
provides an opportunity to meet the
Directors and the Investment Manager,
and to address questions directly.
Typically, there is a presentation on the
Company’s performance and outlook
from the Investment Manager.
• Publications – The Annual Report and
Half-Year results are made available
on the Company’s website, with hard
copies of the Annual Report circulated
to requesting shareholders. These
reports provide detailed information on
the Company’s portfolio and financial
position, supplemented by a quarterly
factsheet released via the stock
exchange and monthly factsheets posted
to the Company’s website.
• Shareholder Feedback – Shareholders
often meet with the Investment Manager
rather than Board members. However,
the Board values feedback and questions
from shareholders, considering their
views in decisions made in the best
interests of the Company. The Chairman
or the Senior Independent Director can
be contacted via either the Company
Secretary or the Corporate Broker,
both of which are independent of the
Investment Manager.
Section 172 Statement
STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
• Investor Relations Updates – At every
Board meeting, the Directors receive
updates from the Corporate Broker
on share trading activity, share price
performance, the Company’s share
register and any shareholder feedback.
The Board also reviews promotional
plans, PR activity, and analyst’s
comments or research reports on
theCompany.
The Investment Manager
Maintaining a close and constructive
working relationship with the Investment
Manager is a key priority of the Board.
The Investment Manager aims to achieve
capital growth in line with the Company’s
investment objective. The Board plays a
critical role in monitoring the Investment
Manager. The Board meets quarterly,
and additionally as required, to analyse,
discuss, and constructively challenge
the Investment Manager’s investment
approach, outlook and performance.
Further details on the management
arrangements can be found on page 8.
Third-Party Service Providers
In order for the Company to function as
an investment trust, the Board relies on a
variety of advisors for support. Therefore,
the Board considers the Company’s third-
party service providers to be stakeholders.
The Board maintains regular contact with
its key external providers and receives
regular reports from them through Board
and committee meetings, as well as on an
ad-hoc basis. Their advice and views are
routinely considered. The Management
Engagement Committee formally assesses
their performance, fees, and continuing
appointment annually to ensure they
function at an acceptable level and are
appropriately remunerated. The Audit
Committee reviews and evaluates the
financial reporting control environments
of the key serviceproviders.
Investee Companies
The Board recognises the importance of
good stewardship and communication
with investee companies in meeting
the Company’s investment objective
andstrategy.
The Investment Manager engages with
the management teams of investee
companies periodically and reports its
impressions on their prospects to the
Board. The Directors acknowledge that
the Investment Manager can influence
an investee company’s approach to ESG
matters, which is part of the investment
process as detailed on pages 15 to 17.
Environment and Community
Given the outsourced nature of the
Company’s operations, it has very little
direct impact on the community or
the environment. However, the Board
recognises its ability to influence an
investee company’s approach to ESG
matters through the Investment Manager’s
approach. The Company’s investment
strategy considers the external impact
of investee companies’ activities on
the environment, social practices, and
governance. The Investment Manager
regularly discusses ESG matters with
investee companies. The Board agrees
with the ESG approach of the Investment
Manager and receives reports from the
Investment Manager and other third
parties. Further details on the Company’s
investment approach to ESG can be found
on pages 15 to 17.
The mechanisms for engaging with
stakeholders are regularly reviewed by
the Directors and are discussed at Board
meetings to ensure they remain effective.
Board Activities
During the year, regular agenda items at
Board meetings include the review of the
Company’s portfolio, performance, and
the market. Other items include investor
relations, marketing activities, review of
key risks, operational matters, governance,
and compliance with the AIC Code.
Decision Making
The Board remains dedicated to open
and transparent communication with
Shareholders. This year, the Board has
continued to explore ways to best
preserve, create, and realise shareholder
value, particularly concerning the potential
latent value in the Russian securities.
Culture and Values
The Company’s values focus on
transparency, clarity, and constructive
challenge. The Directors aim to sustain
a culture that aligns with the Company’s
purpose, values and strategy.
The Investment Manager, Barings, prides
itself on maintaining a culture rooted in
their core values: Value Our People, Take
Accountability, Foster Collaboration and
Deliver Excellence.
Continuing Appointment of
the Alternative Investment
FundManager
The Board keeps the performance of
the AIFM under continual review. The
Management Engagement Committee
conducts an annual appraisal of the
AIFM’s performance and makes a
recommendation to the Board about
the continuing appointment of the AIFM.
As the AIFM has delegated the portfolio
management function to the Investment
Manager, the Investment Manager’s
performance is also regularly reviewed.
The annual review includes consideration
of overall performance and performance
compared with the Benchmark and
a peer group; investment resources
dedicated to the Company; investment
management fee arrangements compared
with the peer group, and marketing
support and resources provided to the
Company. The Board believes that the
continuing appointment of the AIFM, on
the agreed terms, is in the best interests
of shareholders as a whole. The Board is
of the view that the AIFM has managed
the portfolio well and in accordance
withexpectations.
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STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Risk Mitigation
Investment strategy
There can be no guarantee that the
investment objective will be achieved.
The Company and its objectives may
become unattractive to investors owing to
a widening discount and the impact of a
lack of liquidity in the Russian investments.
The Investment Manager has a clear investment strategy, as set out on pages 9 to
14, which is regularly reviewed by the Board. The Investment Manager has in place
a dedicated investment process which is designed to maximise the chances of the
investment objective being achieved. The Board reviews regular investment reports
from the Investment Manager to monitor performance against its stated objective and
regularly reviews the strategy.
The holdings in Russian securities are reviewed by the Board regularly. Any option to
realise Russian assets would be carefully considered by the Board.
In the last year, the Company realised its holding in Nebius N.V.
Adverse market conditions
Emerging markets are subject to volatile
geopolitical and socioeconomic
movements as well as the possible
imposition of sanctions.
The Company is closed ended and, unlike open ended funds, does not have to sell
investments at low valuations in volatile markets.
Portfolio diversification by way of geography, sector and stock selection are important
factors in managing the risks of investing in emerging markets. As at the year-end, the
Company held 49 stocks in 10 countries (excluding Russian securities). The Manager
has the ability to diversify the strategy into other countries where appropriate. The
Manager has conducted substantial modelling to demonstrate that a reduction in the
number of stocks to around 35 companies should enhance performance without
unduly increasing risk. Whilst recognising there will be periods when this strategy
underperforms the Benchmark and peer group, the Board monitors performance at
each Board meeting and regularly reviews the investment process.
The Investment Manager’s internal compliance functions provide robust checks that
the Investment Manager complies with the investment mandate.
The Board recognises the benefits of a closed end fund structure in extremely volatile
markets, such as those arising from macroeconomic conditions or geopolitical
tensions. The Company’s investments are also exposed to political and regulatory
risk in the countries in which they operate. They may also be impacted by sanctions
or exchange controls. Unlike open ended funds, closed ended funds are not obliged
to sell-down portfolio holdings at potentially low valuations to meet liquidity
requirements for redemptions. During times of elevated volatility and market stress, the
ability of a closed end fund structure to remain invested for the long term enables the
Investment Manager to adhere to the investment management approach and be ready
to respond to dislocations in the market as opportunities present themselves.
Principal and Emerging Risks
Principal Risks and Uncertainties
The Company is exposed to a variety of
risks and uncertainties. The Board, through
delegation to the Audit Committee, has
undertaken a robust assessment of both
the emerging and principal risks facing
the Company, together with a review of
any evolving risks which may have arisen
during the year, including those risks which
would threaten the Company’s business
model, future performance, solvency or
liquidity. These risks are formalised within
the Company’s risk matrix.
The Audit Committee regularly (on a six-
monthly basis) reviews the risks facing the
Company by maintaining a detailed record
of the identified risks against an assessment
of the likelihood of such risks occurring and
the severity of the potential impact of such
risks. A residual risk rating is then calculated
for each risk based on the outcome of the
assessment. This enables the Board to
take action and develop strategies in order
to mitigate the effect of such risks to the
extent possible. An analysis of financial risks
can be found in note 13 to the financial
statements on pages 67 to 70.
Information about the Company’s internal
controls and risk management procedures
can be found in the Audit Committee
Report on pages 41 to 44. The principal
financial risks, the Company’s policies
for managing these risks, and the policy
and practice with regard to financial
instruments, are summarised in note 13 to
the financial statements.
The principal risks and uncertainties faced
by the Company during the financial year,
together with the potential effects, controls
and mitigating factors, are set out in the
following table. The Audit Committee
will continue to assess these risks on an
ongoing basis.
Key
Risk remained at same level
during the year
Risk increased during the year
Risk decreased during the year
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 STRATEGIC REPORT
Risk Mitigation
Size of the Company
The size of the Company could become
sub-optimal as share buybacks and/
or a potential tender offer reduce the
Company’s market capitalisation and the
Company’s cost ratios increase beyond an
acceptablelevel.
The Board and the Investment Manager discuss and agree a strategy prior to making
any buybacks of the Company’s shares within the agreed parameters. The Investment
Manager and Corporate Broker are in regular contact with major shareholders and
report their views to the Board on a regular basis. The Board also has an ongoing
marketing strategy to retain existing shareholders and attract newinvestors.
Share price volatility and
liquidity/marketability risk
The shares of the Company are traded freely
and are therefore subject to the influences of
supply and demand and investors’ perception
of the markets the Company invests in. The
share price is therefore subject to fluctuations
and like all investment trusts may trade at a
discount to the NAV. Market shocks, such as
those caused by macroeconomic conditions,
geopolitical tensions or sanctions, can have a
negative impact on the shareprice.
The Board may authorise shares in the Company to be bought in the market, from
time to time.
The Company has bought back 74,861 shares during this financial year, at an average
discount of 12.27%.
The Board remains committed to an increased focus on dividend yield to further
enhance the appeal of investing in the Company and increase demand for its shares.
The Board has also put in place a comprehensive range of promotional plans to
support existing shareholders and attract new investors.
Engagement of third-party
service providers
The Company outsources all of its operations
to third parties and is therefore reliant on
those third parties maintaining robust
controls to prevent the Company suffering
financial loss or reputationaldamage.
The Company operates through a series of contractual relationships with its
serviceproviders.
The Board reviews the performance of all service providers both in Board meetings
and in the Management Engagement Committee meeting, where the terms on which
the service providers are engaged are also reviewed.
The Audit Committee also receives internal controls reports from key service
providers. The Board assesses whether relevant controls have been operating
effectively throughout the period.
Sanctions and confiscation
With the UK, US and other governments
making persistent use of sanctions as an
instrument of policy, the Company may
be increasingly exposed to sanctioned
geographies and entities through the
underlying investee companies and the
financial market infrastructure used in the
investment process. This exposure can have
a material adverse impact on investment
returns, the Company’s value and size, and
theCompany’s attractiveness.
The Company and the Investment Manager keep geopolitical developments under
review and the portfolio is diversified geographically. The Investment Manager has
systems in place to monitor on a live basis events and sanctions that could impact
theportfolio.
The Company will comply with any prescribed sanctions regime In the jurisdiction In
which It operates and, if appropriate, value any impacted stock at zero.
The Board will explore opportunities to realise value from any such affected
holdings in consultation with the Investment Manager and after seeking appropriate
legaladvice.
The Board has considered and discussed a
number of emerging and developing risks
including the following:
• The ongoing impact of the war in
Ukraine and the continued effect of
sanctions; the valuation of Russian
securities; the Company’s size and the
effect of ongoing charges; conflicts in
the Middle East and the potential for this
to impact on othercountries.
• The risk of cybercrime effecting the
operations of third-party service
providers including the AIFM has
increased over theperiod.
• The impact of climate change, which
remains a critical issue as the world seeks
to reduce greenhouse gas emissions and
combat global warming.
The Audit Committee routinely reviews
the principal risks and makes the required
updates to the Company’s risk matrix as
appropriate. This approach allows the
effect of any mitigating factors to be
reflected in the assessment of the risk.
The risk register and the operation of the
key controls of the Company’s third-party
service providers’ systems of internal
control are reviewed regularly by the Audit
Committee.
Emerging risks are considered by the
Board as they come into view. The
immediate significance will be evaluated
and the potential implications integrated
into the existing review of the Company’s
risk matrix.
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STRATEGIC REPORT BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
The Directors consider viability as part of
their ongoing risk monitoring approach.
They have assessed the Company’s
prospects over a longer period than the
twelve months required by the “Going
Concern” provision. The Board conducted
this review for a period of three years,
which was selected as a reasonable time
horizon for strategic planning, considering
the investment policy, liquidity of
investments, potential economic cycles,
and revenue generation. The Directors
have carried out a robust assessment of
the Company’s principal and emerging
risks, as well as its current position. The
principal risks and the procedures in place
to monitor and mitigate them are detailed
on pages 26 to 27. The Company’s long-
term viability assessment is based on the
followingcharacteristics:
• the Company has a long-term
investment strategy, implemented via a
consistently applied investment process
designed to maximise the chances of
meeting investment objectives;
• the Company has a portfolio of shares
listed on regulated markets, many of
which are highly liquid and can be readily
realised to meet liabilities as they fall due;
• the underlying revenue generation of
the portfolio is regularly reviewed and
monitored; and
• the Company remains well-diversified
across a range of countries and sectors,
helping to diversify concentration risk
and reduce the impact of idiosyncratic
events on performance.
The Investment Manager performs
market-based stress tests and scenario
analysis to assess the Company’s
viability. These tests cover a range of
sensitivities, including interest rate
movements, commodity price changes,
currency appreciation/devaluation, and
equity market moves. This also includes
scenarios based on hypothetical future
events and historic points of market
stress. In carrying out this assessment, the
Board has considered the diversification
of the Company’s portfolio, as well as the
liquidity profile and earnings growth of
the underlying investments. This analysis
did not indicate any significant concerns.
The Board monitors the impact of the
ongoing conflict between Russia and
Ukraine and continues to value Russian
equities at nil. This is based on the
continuing restrictions on trading due
to sanctions and market liquidity. The
Directors regularly consider the future
ramifications of the evolving conflict and
its potential to impact on other countries.
Whilst these events have caused
significant disruption in the portfolio,
we do not believe they jeopardise the
long-term viability of the Company,
particularly as further downside is limited
with Russian assets in the portfolio
valued at nil. Furthermore, the portfolio
remains broadly diversified across a range
of EMEA countries, helping to reduce
concentration risk to any one market.
The Board has also considered the size
of the Company and the potential for it
to become sub-optimal. While the net
assets of the Company are smaller than
at earlier periods in its history, it has
operated successfully at this size for the
past several years. Ongoing charges are
similar to investment trusts of a similar
size, and analysis suggests the portfolio
does not present any issues regarding
tradingefficiency.
As a result of the Continuation Resolution
being passed at the General Meeting
held on 21 October 2025, the Board
is implementing a revised tender offer
trigger mechanism. Under the revised
mechanism, shareholders will be offered
a tender offer for 100% of the Company’s
issued share capital if performance of
the Company’s NAV does not exceed
the return of the Benchmark for the
period between 1 October 2025 and
30 September 2028. Alongside this, the
Board will provide shareholders with the
opportunity to vote on the continuation
of the Company annually, at each Annual
General Meeting of the Company, from
the Annual General Meeting in respect
of the year ending 30 September 2026,
expected to be held in January 2027.
ESG
The Company does not have any
employees, and all of the Directors are
non-executive. It has outsourced its
functions to third-party service providers.
As an investment trust, the Company
has very limited direct impact on the
community or the environment, and as
such has no environmental, human rights,
social or community policies. However,
the Investment Manager has reported
on the management of ESG within the
portfolio in the Investment Manager’s
Report on pages 9 to 17.
The Company aims to conduct itself
responsibly, ethically and fairly. ESG
factors are considered by the Investment
Manager as part of its investment process,
where appropriate. Further information
can be found in the Investment Manager’s
Report on pages 15 to 17, which is
supported by the Board.
The Board supports the Investment
Manager in its belief that good corporate
governance will help deliver sustainable
long-term shareholder value. Therefore,
in pursuing shareholder value, the
Investment Manager implements its
investment strategy through proxy voting
and active engagement with company
management teams. The Board supports
the ESG approach of the Investment
Manager and monitors how this is
integrated into the investment process.
Please see pages 15 to 17 for further details
on the Investment Manager’s approach
toESG.
This Strategic Report has been approved
by the Board and signed on its behalf by:
Frances Daley
Chairman
4 December 2025
Viability Statement
29
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Board of Directors
Frances qualified as a Chartered Accountant with a predecessor firm to EY and spent nine
years in corporate finance, followed by 18 years in various CFO roles. From 2007 to 2012, she
was the Group Finance Director of the private equity-backed Lifeways Group, the UK’s largest
provider of specialist support to adults with learning disabilities and mental health needs. She
is a Non-Executive Director of Regional REIT Limited and formally a Non-Executive Director
of Henderson Opportunities Trust PLC.
Frances, having been appointed to the Board on 29 April 2014 and as Chairman on 16January
2018, will not be standing for re-election at the 2026 Annual General Meeting.
Vivien has worked in the financial services sector since 1981. She was a founder Director
of River & Mercantile Investment Management Limited (1985) and served as a Senior
Executive and Deputy Managing Director with the group until 1994. She then served on
the Boards of several listed investment trusts, investment management companies, and
other financial companies. She also served on the Boards of several charities, including the
Stroke Association, where she chaired the Investment Committee. Vivien is currently a Non-
Executive Director of Schroder AsiaPacific Fund PLC and National Philanthropic Trust UK.
Vivien will become Chairman of the Board at the conclusion of the Company’s AGM on
22January 2026.
Vivien was appointed to the Board on 11March 2019.
Christopher was formerly a British diplomat in the political section of the British Embassy
in Moscow and has a wealth of experience in Emerging Europe. He is currently a Managing
Director of TSLombard, an investment research provider that is part of GlobalData Plc and
covers global macroeconomics and political drivers. He co-founded what is now TSLombard’s
emerging markets division in 2006. Previously, he spent six years as Chief Strategist and
Political Analyst at United Financial Group, a Moscow-based investment bank that was acquired
by Deutsche Bank in 2006. Christopher is a Member of the Board of Directors of EOS Invest AB
and a Member of the Investment Committee of Olma Luxury Holdings Private Equity Fund.
Christopher was appointed to the Board on 30 November 2018 and as Senior Independent
Director on 23 January 2025.
Alastair has substantial board experience in investment trusts. He is currently a Non-Executive
Director and Chairman of the Audit and Risk Committee of Fidelity China Special Situations
PLC, an investment trust that focuses on quoted companies in China.
Alastair is also a non-Executive Director and Chairman of the Audit Committee of ICG
Enterprise Trust PLC, a listed private equity investment trust. He was Managing Partner of
Pantheon Ventures between 2006 and 2013. He has over twenty-five years of private equity,
investment management and financial experience and is a qualified Chartered Accountant.
Alastair was appointed to the Board on 1February 2024
FRANCES DALEY FCA, MCSI – Chairman
VIVIEN GOULD – Non-Executive Director, and Nomination Committee Chairman
ALASTAIR BRUCE FCA – Non-Executive Director and AuditCommittee Chairman
CHRISTOPHER GRANVILLE – Non-Executive Director, Senior Independent Director and
Management Engagement Chairman
30
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Report of the Directors
The Directors of the Company are pleased to present their
Report, together with the audited financial statements of the
Company, for the year ended 30 September 2025.
In accordance with the UK Listing Rules and the Disclosure,
Guidance and Transparency Rules, the reports within the
Corporate Governance section of this Annual Report should
be read in conjunction with one another and with the Strategic
Report. As permitted, some of the matters normally included
in the Directors’ Report have instead been included in the
Strategic Report on pages 2 to 28 as the Board considers them
to be of strategic importance.
Directors
As of 30 September 2025, the Board consisted of four
Non-Executive Directors, all of whom are considered by the
Board to be independent. The dates of their appointment
are on page 29, together with their full biographies, which
demonstrate the range of skills and experience each Director
brings to the Board.
The appointment and replacement of Directors is governed
by the Company’s Articles of Association (the “Articles”).
The Articles may be amended by a special resolution of
theshareholders.
The Board carries out an annual review of the performance
of each Director, of the Board as a whole, and each Board
Committee. In accordance with the policy adopted by
the Board and the AIC Code of Corporate Governance, all
Directors retire and submit themselves for re-election annually
at the AGM.
The Board is of the view that, following consideration of the
findings of the annual evaluation, all Directors contribute
effectively, possess the necessary skills and experience, and
continue to demonstrate commitment to their roles as Non-
Executive Directors of the Company and its future. The Board,
having considered the Directors’ performance within the annual
Board performance evaluation process, has recommended that
shareholders vote in favour of the re-election of Alistair Bruce,
Vivien Gould and Christopher Granville.
Further details of the annual Board and Director evaluation
process, including the methodology, areas assessed, and
outcomes, can be found on page 37 of this Annual Report.
Nadya Wells, having served nine years on the Board, did not
seek re-election at the Company’s AGM held on 23 January
2025.
There were no contracts or arrangements subsisting during
the year under review or up to the date of this Report in which
any Director is or was materially interested, including with the
AIFM, which is or was significant in relation to the Company’s
business. None of the Directors is entitled to compensation
for loss of office on the takeover of the Company.
Directors have access to independent professional advice
at the Company’s expense where it judges it necessary
to discharge its responsibilities properly. The terms and
conditions of the Directors’ appointments are set out in their
letters of appointment, which are available for inspection
on request at the registered office of the Company and at
theAGM.
Chairman and Senior Independent Director
The Chairman of the Company during the year ended
30September 2025 was Frances Daley. Frances will not be
seeking re-election as a Director and will therefore cease to be
a Director and Chairman at the conclusion of the Company’s
AGM on 22 January 2026. The Board is pleased to announce
that Vivien Gould has been appointed as Chairman of the
Company with effect from the conclusion of the Company’s
AGM on 22 January 2026.
Christopher Granville was appointed as the new Senior
Independent Director on 23 January 2025.
Policy on Tenure of Directors
The Board does not believe it would be appropriate to set a
specific tenure limit for individual Directors or the Chairman.
However, the Board will seek to maintain an average tenure
of nine years for all of its Directors, including the Chairman,
thus preserving the cumulative valuable experience and
understanding of the Company, while benefiting from fresh
perspectives and promoting diversity.
Ms Frances Daley was appointed as a Director of the Company
on 29 April 2014 and as Chairman on 16 January 2018. Having
served on the Board for over nine years, as reported elsewhere,
Ms Daley will not be standing for reappointment at the 2026
AGM and will therefore step down as a Director and Chairman
of the Company at that time.
Role and Responsibilities of the Chairman
The Chairman leads the Board and is responsible for its overall
effectiveness in directing the affairs of the Company. Key
aspects of the Chairman’s role and responsibilities are to:
• act with objective judgement;
• promote a culture of openness and debate;
• facilitate constructive Board relations and the effective
contribution of all Directors;
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
• work with the Company Secretary to ensure that all
Directors receive accurate and timely information so they
can discharge their duties;
• seek regular engagement with the Company’s shareholders;
and
• act on the results of the annual evaluation of the performance
of the Board, its Committees and individual Directors.
The Chairman was independent on appointment and remains
independent as set out in the AIC Code.
Role and Responsibilities of the Senior
Independent Director
The key elements of the Senior Independent Director’s role
are to:
• act as a sounding board for the Chairman;
• lead the evaluation of the Chairman as part of the annual
evaluation process;
• in the event of any major difference of opinion on the
direction of the Company, act as an intermediary between
the Chairman, other Directors and the Investment
Manager; and
• provide a conduit for views of shareholders in the event
that the usual channels are not available or not suitable in
the circumstances.
Indemnity of Directors and Compensation
for Loss of Office
Pursuant to the Articles and the Companies Act, the
Directors are indemnified against any liability. There are no
other qualifying third-party indemnity provisions in place.
In addition, the Company has procured Directors’ and
Officers’ liability insurance. The Company does not have any
arrangements in place with any Director that would provide
for compensation for loss of office.
Diversity
The Nomination Committee reviewed the Company’s
Diversity Policy in August 2025. The Committee noted the
guidance published by the Financial Conduct Authority in
August 2022 regarding diversity and inclusion. The Board
is mindful of the aims of the guidance and will continue
to ensure that it hires from a diverse pool of candidates.
Selection and appointment at Board level will continue to
be based on merit and against objective criteria, considering
the overall balance of skills and background of the Board.
This approach aims to best serve the evolving needs of the
Company whilst being mindful of the geographic and ethnic
diversity of the investment universe.
The FCA’s UK Listing Rules require companies to report
against the following three diversity targets:
1. At least 40% of individuals on the board are women;
2. At least one senior board position is held by a woman;
3. At least one individual on the Board is from a minority
ethnic background.
The FCA defines senior board positions as Chairman, Chief
Executive Officer (CEO), Chief Financial Officer (CFO) or
Senior Independent Director (SID). As an investment trust
with no executive officers, the Company has no CEO or CFO.
The Board has reflected the senior positions of Chairman of
the Board, SID and Chairman of the Audit Committee in its
diversitytables.
Gender identity or sex Number of Board members Percentage on the Board
(%)
Number of senior positions
on the Board
Men 2 50% 2
Women 2 50% 1
Ethnic background Number of Board members Percentage on the Board
(%)
Number of senior positions
on the Board
White British or other White
(including minority white groups
4 100% 3
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group including Arab
32
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Board Diversity Policy
1. Purpose
The Board Diversity Policy (the “Policy”) sets out the approach
to diversity on the Board of Directors (the “Board”) of
theCompany.
2. Policy Statement
The Board notes the requirements for diversity and inclusion
for Company Boards and Executive Management as set out
in the Financial Conduct Authority’s (FCA) policy statement
PS22/3 April 2022. While the Company does not officially
fall under these requirements due to size, the Board
acknowledges the benefits of greater diversity, including
gender and ethnic diversity, and remains committed to
ensuring that the Company’s Directors bring a wide range of
skills, knowledge, experience, backgrounds and perspectives
to the work of the Board. The Board therefore aims to comply
with the FCA policies and considers these in relation to the
composition of the Board when recruiting Directors and
during succession planning.
3. Objectives
The Board has in addition established the following objectives
for the appointment of Directors to the Board:
• All Board appointments will be made on merit, in the context
of the skills, knowledge and experience that are needed for
the Board to be effective.
• Recruitment of potential non-executive directors should
include diverse candidates of appropriate merit.
• Recruitment will be mindful of the geographic diversity of
the investment universe of the Company and seek to include
candidates with relevant experience in the region.
4. Monitoring and Reporting
The Board reviews this Policy annually and reports on it in
the Annual Report and Accounts. The Board will also report
annually on the outcome of the Board evaluation, and the
composition and structure of the Board.
Following the retirement of Frances Daley at the AGM on
22January 2026, the Board will consist of three Directors,
only one of whom is female and none are from a minority
ethnic background. The Directors believe the Board can
operate effectively and efficiently at this level for now. Also,
the Directors consider that the advantages in terms of cost of
operating for a period of time with three Directors, outweigh
the reduction in diversity at present, but commit to giving due
consideration to this matter when next recruiting.
Board Independence
The Chairman and all Directors were considered independent
of the Investment Manager at the time of their appointment
and, in line with the guidelines of the AIC Code of Corporate
Governance, all Directors continue to be considered
independent.
Share Capital
As of 30 September 2025, the Company’s total issued share
capital comprised 15,040,248 Ordinary Shares, of which the
Company held 3,318,207 Ordinary Shares in treasury. The
Ordinary Shares held in treasury are treated as not being in
issue when calculating the weighted average of Ordinary
Shares in issue during the year. This results in 11,722,041
Ordinary Shares in circulation with voting rights.
All of the Company’s Ordinary Shares in circulation are listed
on the main market of the London Stock Exchange and each
carries one vote. Shares held in treasury are excluded from
circulation and do not carry voting rights.
The rights attached to the Company’s Ordinary Shares
are set out in the Company’s Articles of Association. The
Company’s Ordinary Shares are freely transferable. However,
the Directors may refuse to register a transfer of Ordinary
Shares which are not fully paid, or where the instrument of
transfer is not duly stamped or shown to be exempt from
stamp duty. The Directors may also decline to register a
transfer of an uncertificated share in the circumstances set out
in the uncertificated securities rules, and where the number
of joint holders to whom the uncertificated shares are to be
transferred exceeds four.
There are no restrictions on the voting rights of the
Company’s Ordinary Shares. Amendments to the Company’s
Articles and the granting of authority to issue or buy back the
Company’s shares require an appropriate resolution to be
passed by shareholders.
There are no restrictions on voting for the holders of Ordinary
Shares, who are entitled to attend and vote at a shareholders
meeting.
Share Issues
At the AGM held on 23 January 2025, the Directors were
granted authority to allot Ordinary Shares up to an aggregate
nominal amount of £117,947 (being 10% of the issued Ordinary
Share capital as at the date of publication of the Notice). This
authority is due to expire at the Company’s forthcoming AGM.
The Company has not issued any Ordinary Shares under this
authority during the year or since the year-end. Proposals for
the renewal of this authority are set out in the Notice of AGM,
on page 72.
Treasury Shares
Shares bought back by the Company may be held in treasury,
from where they could be re-issued at a premium to NAV
quickly and cost-effectively. This provides the Company with
additional flexibility in the management of its capital base.
The Company currently holds 3,318,207 Ordinary Shares in
treasury, representing 28.31% of the Company’s total issued
share capital as at 30 September 2025. These shares are not in
circulation and do not carry voting rights.
33
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
The current buyback authority is set to expire at the forthcoming
AGM, and shareholders will be asked to consider a resolution to
renew this authority. Full details of the proposed renewal are set
out in the Notice of AGM, on page 72.
Purchase of Own Shares
At the Annual General Meeting held on 23 January 2025,
shareholders granted the Directors authority to make market
purchases of up to 14.99% of the Company’s Ordinary Shares
then in issue. This authority enabled the Company to repurchase
and cancel up to 1,768,355 shares. During the year, the Company
continued its share buyback programme as part of its capital
management strategy, purchasing a total of 74,861 Ordinary
Shares for cancellation. In the period since the Company’s
year-end on 30 September 2025 to the latest practical date
before signing these accounts, being 1 December 2025, a further
101,973 shares have been bought back at a cost of £808,755.27.
These purchases were made in accordance with the stated
policy of enhancing shareholder value and improving the
efficiency of the Company’s balance sheet.
Year ended 30 September 2025
Shareholders
Number of Ordinary
Shares notified
% Interest in
sharecapital
City of London Investment Management Company Limited 2,939,145 25.07%
City of Bradford - West Yorkshire PF 2,013,041 17.17%
Lazard Asset Management LLC, New York, United States of America 1,046,708 8.93%
Interactive Investor (EO) 777,046 6.63%
No notifications have been received by the Company in the
period between year end and the latest practicable date for
signing these financial statements.
Dividends
Details of the interim dividend paid by the Company during the
year and the final dividend as recommended by the Board are set
out in the Strategic Report on page 6.
Corporate Governance
The Statement of Corporate Governance, as shown on
pages 35 to 38, forms part of this report by reference. The
Directors have prepared a statement on how the principles and
recommendations of the AIC Corporate Governance Code have
been applied.
Going Concern
The Directors believe that, having considered the Company’s
investment objectives, risk management policies, capital
management policies and procedures, the nature of the
portfolio and expenditure projections, the Company has
adequate resources and an appropriate financial structure in
place to continue in operational existence for the foreseeable
future, being a period of at least twelve months from the date
of approval of the financial statements, subject only to the
outcome of the Continuation Votes at the AGM in 2027 and
at each subsequent AGM. The assets of the Company are well
diversified and consist mainly of readily realizablesecurities.
For these reasons, the Directors consider that there is reasonable
evidence to support continuing to adopt the going concern basis
in the preparation of the accounts.
Requirements of the Listing Rules
UKLR 6.6.4 requires the Company to disclose specific
information in a single identifiable section of the Annual Report
or a cross reference table indicating where the information is set
out. The Directors confirm that there are no disclosures to be
made under UKLR 6.6.4.
Streamlined Energy and Carbon Reporting (“SECR”)
statement: greenhouse gas (“GHG”) emissions and
energy consumption disclosure
The Company has no employees or property and does not
combust any fuel or operate any facilities. Therefore, it has no
greenhouse gas emissions to report from its operations, nor
does it have responsibility for any other emissions-producing
sources under the Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013, including those within its
underlying investment portfolio.
The Company has zero emissions associated with or attributed
to it and no underlying global energy consumption. Accordingly,
there are no energy efficiency action measures taken over the
reporting year.
Conflict of Interest
The Articles provide that the Directors may authorise any actual
or potential conflicts of interest that may arise, with or without
imposing any conditions that they consider appropriate on
the Director. Directors are not able to vote on any contract,
arrangement, or transaction in which they have a material
interest and, in such circumstances, are not counted in the
quorum. A process has been developed to identify any potential
or actual conflicts of interest amongst the Directors. This
Substantial Shareholdings
Information on major interests in the Company’s shares provided to the Company under the Disclosure, Guidance and Transparency
Rules is published via a Regulatory Information Service. As of the year-end, the Company had received notification of the following
disclosable interests in the voting rights of the Company.
34
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
includes declaring any potential new conflicts before the start
of each Board meeting. The Directors are satisfied that this
procedure is adequate.
Companies Act 2006 (the “Act”) Disclosures
In accordance with Section 992 of the Act, the Directors
disclose the following information:
• The Company’s capital structure and voting rights are
summarised on page 32. There are no restrictions on voting
rights, nor any agreement between holders of securities
that result in restrictions on the transfer of securities or on
votingrights;
• there are no securities carrying special rights with regard to
the control of the Company;
• details of the substantial shareholders in the Company are
listed above;
• the Company does not have an employee share schemes;
• the rules concerning the appointment and replacement of
Directors, amendment of the Articles of Association, and
powers to issue or buy back the Company’s Ordinary Shares
are contained in the Articles of Association of the Company
and the Act;
• there are no agreements to which the Company is a party
that may affect its control following a takeover bid; and
• there are no agreements between the Company and its
Directors providing for compensation for loss of office that
may occur because of a takeover bid.
The Board recognises the requirement under Section
417(5) of the Act to detail information about environmental
matters (including the impact of the Company’s business
on the environment), any Company employees, and social
and community issues, including information about any
policies it has in relation to these matters and effectiveness
of these policies. As the Company has no employees or
policies in these matters, this requirement does not apply.
Notwithstanding, the Investment Manager takes these
considerations into account when making investment
decisions and determines its voting instructions at investee
company meetings accordingly.
Financial Risk Management
The principal financial risks and the Company’s policies for
managing these risks are set out in note 13 of the financial
statements.
Auditor
The Company’s Auditor, BDO LLP, has indicated its willingness
to continue in office. The Audit Committee is responsible for
making a recommendation to the Board on the re-appointment
of the Independent Auditors. Resolutions for the re-appointment
of BDO LLP and to authorise the Audit Committee to determine
its remuneration will be proposed at the AGM.
Audit Information
The Directors who held office at the date of approval of this
Report confirm that, so far as they are aware, there is no relevant
information of which the Company’s Auditor is unaware. Each
Director has taken all reasonable steps that they ought to have
taken as a Director to make themselves aware of any relevant
audit information and to establish that the Company’s Auditor is
aware of that information.
Annual General Meeting
The AGM will be held on Thursday, 22 January 2026 at
10:00a.m. The Notice of AGM is on page 72. Separate
resolutions are proposed for each substantive issue, and a full
explanation of the resolutions being proposed at the AGM can
be found on pages 76 and 77.
The Board considers that all the resolutions to be put to the
meeting are in the best interests of the Company and its
shareholders. The Board unanimously recommends that you
vote in favour of them, as those Directors (Frances Daley, Vivien
Gould, Alastair Bruce and Christopher Granville) who hold
Ordinary Shares in the Company intend so to do.
Review of the Year
A review of the year and the outlook for the forthcoming year
can be found in the Strategic Report and Investment Manager’s
Report.
The Board has considered this Report and financial statements
and has concluded that, as a whole, the Report is fair, balanced
and understandable, providing the information necessary for
shareholders to assess the Company’s position, performance,
business model and strategy.
Post Balance Sheet Events
Please refer to note 16 of the financial statements.
MUFG Corporate Governance Limited
Secretary
4 December 2025
35
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Background
The UK Listing Rules require listed companies to disclose
how they have applied the principles and complied with the
provisions of the corporate governance code to which they
are subject. In January 2024, the Financial Reporting Council
(FRC) published a revised UK Corporate Governance Code
(the “2024 UK Code”), which applies to accounting periods
beginning on or after 1 January 2025.
A key change in the 2024 UK Code is the introduction of
enhanced requirements around internal controls. Specifically,
from financial years beginning on or after 1 January 2026,
boards will be required to provide a formal declaration in their
Annual Reports confirming the effectiveness of all material
controls as of the balance sheet date. They must also describe
how they have monitored and reviewed the internal control
framework and disclose any material controls that were not
operating effectively, along with actions taken or planned to
address them. This change aims to improve transparency and
accountability in corporate governance reporting.
The Association of Investment Companies (“AIC”)
subsequently updated its own AIC Code of Corporate
Governance (the “2024 AIC Code”) to reflect the changes
introduced by the FRC. The Board has reviewed the updates
to the 2024 AIC Code and has taken appropriate steps to
ensurecompliance.
The FRC has confirmed that AIC member companies reporting
against the AIC Code will meet their obligations under the
UK Code and the associated disclosure requirements of the
Financial Conduct Authority. The AIC Code is available at
www.theaic.co.uk.
Compliance
Throughout the year ended 30 September 2025, the Company
complied with the principles and provisions of the AIC Code,
which incorporates the key elements of the UK Code, except
as noted below. The Board places strong emphasis on high
standards of governance and has adopted the AIC Code as the
basis for its corporate governance framework.
As an externally managed investment trust, all Directors are
non-executive and the Company delegates its day-to-day
operations to third-party service providers. Accordingly, the
Company does not report on provisions of the UK Code
relating to executive management, including the role of a chief
executive and executive remuneration. The Board does not
operate a separate Remuneration Committee and considers
that an internal audit function is not required, given the nature
of the Company’s operations and the controls in place at its
service providers.
The Board believes that these provisions are not applicable
to the Company’s structure and operations, as explained
in the AIC Code and acknowledged by the UK Code. The
Company has no executive Directors, employees, or internal
operations, and therefore has nothing to report in respect of
theseprovisions.
The Principles of the AIC Code
The AIC Code is made up of 17 principles and 42 provisions
covering:
• Board leadership and company purpose;
• Division of responsibilities;
• Composition, succession, evaluation and remuneration; and
• Audit, risk and internal control.
The Board’s Corporate Governance Statement sets out how
the Company complies with the provisions of the AIC Code.
Statement of Corporate Governance
36
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
The Board
Collectively, the Board possesses the necessary business,
financial, and sector experience to provide clear and effective
leadership and proper stewardship of the Company. None of the
Directors have a service contract, however, letters of appointment
outlining the terms of their appointment are in place. Directors
are not entitled to any compensation for loss of office.
Board Operation
The Directors meet at regular Board meetings, which are
scheduled in advance. Additional meetings and telephone/
video conference meetings are arranged as necessary. Directors’
attendance at Board and Committee meetings during the year was
as follows:
Board Meetings
Audit
Committee Meetings
Nomination
Committee Meetings
Management
Engagement
Committee Meetings
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Frances Daley 6 6 4 4 2 2 2 2
Alastair Bruce 6 6 4 4 2 2 2 2
Vivien Gould 6 6 4 4 2 2 2 2
Christopher Granville 6 6 4 4 2 2 2 2
Nadya Wells 2 2 1 1 0 0 0 0
Ad hoc Board and Committee meetings were held during the
year as required.
The Board handles the Company’s affairs, including overall
strategy, setting and monitoring the investment policy, and the
review of investment performance. The AIFM decides on asset
allocation and the purchase and sale of individual investments.
Board papers circulated before each meeting provide
comprehensive information on the Company’s financial
condition. Key AIFM representatives attend each Board
Meeting, allowing Directors to seek further clarification on
anymatter
Matters specifically reserved for full Board discussion have
been defined, and a procedure is in place for the Directors
to seek independent professional advice at the Company’s
expense if necessary.
AIC Code Principle Compliance Statement
A. Board Leadership and Company Purpose The Board promotes the long-term sustainable success of the Company
through its investment strategy in emerging EMEA markets. It has clearly
defined the Company’s purpose and regularly reviews its alignment with
shareholder interests. Shareholder engagement is maintained through
regular communications, the AGM, and the use of share buybacks to
enhance value. Governance disclosures focus on Board decisions and
theiroutcomes.
B. Division of Responsibilities The Company is externally managed and all Directors are non-executive.
The Board has a clear division of responsibilities and maintains oversight of
delegated functions through regular reporting and performance reviews.
The Board ensures that the Manager and other service providers are held
accountable through contractual arrangements and ongoing monitoring.
C. Composition, Succession, Evaluation and
Remuneration
The Board comprises Non-Executive Directors with a broad range of
skills and experience relevant to the Company’s investment strategy and
governance needs. Annual performance evaluations are conducted, and
succession planning is reviewed to ensure continued independence and
effectiveness. Remuneration is determined by the Board as a whole having
due regard to market comparables.
D. Audit, Risk and Internal Control The Audit Committee oversees financial reporting, risk management, and the
external audit process. The Board considers the internal control framework
appropriate given the outsourced model. As the Company has no executive
functions or internal operations, it does not maintain an internal audit
function. Provision 34 on internal controls will be addressed in future reports
once applicable.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Election/re-election of Directors
Under the Company’s Articles and in accordance with the AIC
Code, Directors must retire at the first AGM following their
appointment. Thereafter, all Directors seek annual re-election
at each AGM.
As of 30 September 2025, the Board comprised four Directors:
Frances Daley (Chairman), Alastair Bruce, Vivien Gould and
Christopher Granville. Frances Daley was appointed as a
Director in April 2014 and as Chairman in January 2018. The
Board’s policy governing Board members’ and/or Chairman’s
tenure and re-appointment (the ”Policy”) recognises that it
would not be appropriate to set a specific tenure limit for
individual Directors or the Chairman.
The Nomination Committee, whilst noting that the Chairman’s
tenure as a Director exceeds nine years, considered that,
in line with the Policy, Ms Daley’s experience continued
to be of significant value to the Board during the financial
year. As previously indicated, Ms Daley will not be putting
herself forward for re-election at the AGM in January 2026.
Following her retirement, Vivien Gould will succeed Ms Daley
as Chairman.
Board Evaluation
The annual evaluation of the Board, its Committees, the
Chairman, and individual Directors was conducted through
a formal process involving detailed questionnaires, which
assessed both strengths and areas for development. The view
found that the Board and its Committees continue to function
effectively, with Directors demonstrating responsiveness to
issues arising between meetings.
The Board has devoted significant time to strategic planning,
particularly in evaluating options for the future of the Company.
The evaluation confirmed that adequate resources are
devoted to audit, risk management and marketing. These areas
will continue to be reviewed in the light of evolving regulations
and shareholder engagement.
Overall, the evaluation concluded that all current Directors
contribute effectively and possess the skills and experience
relevant to the Company’s leadership and direction, with
the Chairman continuing to demonstrate strong leadership
and satisfactory performance. The Board also viewed
the Chairman’s and Directors’ other commitments and is
satisfied that they can devote sufficient time to the Company.
Therefore, the Board recommends that shareholders vote in
favour of each Directors re-election at the forthcoming AGM.
Board Committees
The Board has agreed on a schedule of matters specifically
reserved for its decision, delegating specific duties to
Committees operating within written terms of reference. During
the reporting period, the Board had three Committees: the
Audit Committee, Management Engagement Committee, and
Nomination Committee. Formal terms of reference for each
Committee are available on the Company’s website.
The Board believes that limiting its size best serves shareholders’
interests, allowing all Directors to fully participate in Board
activities. Therefore, the membership of the Audit, Nomination,
and Management Engagement Committees is the same
as the Board as a whole. Since the Board is composed of
independent Non-Executive Directors, it has not established a
separate Remuneration Committee. Instead, the Board handles
remuneration matters, with each Director abstaining from voting
on their own remuneration. Details of the Directors’ Remuneration
Policy and fees are in the Directors’ Remuneration Report on
pages 45 to 48.
Audit Committee
The Audit Committee, chaired by Alastair Bruce, FCA, includes
all Directors as members and meets at least twice annually.
The Board believes that the Committee members collectively
possess the necessary recent and relevant financial experience
and sector competence. The Audit Committee reviews audit
matters within clearly defined written terms of reference. The
Audit Committee Report can be found on pages 41 to 44.
The Board notes that the AIC Code permits the Chairman to
be a member of the Audit Committee of an investment trust.
Recognising the Chairman’s experience, the Audit Committee
resolved to continue endorsing the Chairman’s appointment to
the Committee.
Nomination Committee
The Nomination Committee, chaired by Vivien Gould, includes
all Directors as members and meets at least once on an annual
basis. Its terms of reference include a review of the Board’s size,
structure, diversity, succession planning, and training. Potential
new directors are identified based on the Company’s business
and the requirement for a balanced Board. The Company is
committed to filling any vacancies with the most qualified
candidates. The Board has adopted a diversity policy in line
with the FCA’s requirements for diversity and inclusion for
company boards and executive management. The Committee
acknowledges the benefits of greater diversity and is committed
to ensuring that the Company’s Directors bring a wide range of
skills, knowledge, experience, backgrounds, and perspectives.
External search consultants may be used to ensure a wide range
of candidates are considered. The Nomination Committee
Report can be found on page 40.
Management Engagement Committee
The Management Engagement Committee, chaired by
Christopher Granville, includes all Directors as members and
meets at least once on an annual basis. The Committee reviews
the performance of the AIFM, considers any variances to the AIFM
Agreement, and reports it findings to the Board. The Committee
also reviews the performance and terms of engagement of the
Company’s third-party service providers.
During the year under review, the Committee met once
to evaluate the performance of the Investment Manager,
Administrator, Company Secretary, and other third-party service
providers. Details of the Committee’s review of the Investment
Manager, leading to it recommending the Manager’s continuing
appointment, are set out on page 39.
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GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Risk Management and Internal Controls
The Directors are responsible for the Company’s risk
management and internal control system, designed to
safeguard shareholders’ investments, maintain proper
accounting records, and ensure reliable financial information.
However, this system can only manage, not eliminate, the
risk of failing to achieve business objectives, providing
reasonable but not absolute assurance against fraud, material
misstatement orloss.
The Board is primarily responsible for monitoring and
reviewing investment-related risks, while the Audit Committee
handles other risks. Since the Board has delegated investment
management, depositary and custodial services, and day-to-day
accounting and company secretarial duties to external parties,
the Company relies significantly on these external parties’
internal controls.
The Audit Committee concluded that the Company should
not establish its own internal audit function. The Board
continues to monitor the internal control system to ensure
it operates as intended, with the Audit Committee reviewing
the need for an internal audit function on an annual basis.
Alternative investment fund management services are
provided by Barings.
The Depositary is State Street Trustees Limited, the Custodian is
State Street Bank & Trust Company, administration services are
provided by Waystone Administration Solutions (UK) Limited and
company secretarial services are provided by MUFG Corporate
Governance Limited.
The Board, through the Audit Committee, regularly undertakes
risk assessments and reviews internal controls in the context
of the Company’s overall investment objective. The Audit
Committee maintains a risk matrix that identifies risks to the
Company and details controls to mitigate them. Risks are
assessed based on their likelihood, impact on the business,
and the effectiveness of controls. The risk matrix is updated
when new risks are identified.
As part of the risk review process, the AIFM regularly reports
on all investment matters, including compliance with the
investment mandate, portfolio performance compared
to the Benchmark, and compliance with investment trust
statusrequirements.
Most day-to-day management functions are sub-contracted,
so Directors regularly obtain assurances and information from
key third-party suppliers about their internal systems and
controls. Each material third-party is also requested to provide
an Annual Report on internal controls, reviewed by the Audit
Committee. These processes were in place during the year and
at the date of this Report’s signing. The principal risks identified
by the Board are detailed on pages 26 to 27.
From 1 October 2026, the Company will be required to apply
provision 34 of the 2024 version of the AIC Code. This matter is
being addressed by the Audit Committee and referred to in the
Audit Committee report on pages 41 to 44.
Corporate Governance and Voting Policy
The Company delegates voting responsibilities for its investee
companies to its AIFM, which in turn delegates this responsibility
to the Investment Manager.
The Investment Manager engages a proxy voting service
provider (“Service Provider”) to process and maintain records of
proxy votes. The Service Provider also retains an independent
third-party research provider (“Research Provider”) for research
and recommendations on proxies.
The Investment Manager may sometimes not follow
recommendations made by the Research Provider. In such cases,
the documented rationale must be submitted to the appropriate
governance group at the Investment Manager for approval.
The Investment Manager retains the right not to vote a proxy in
certain circumstances, such as:
• the cost of voting a proxy for a foreign security outweighs the
expected benefit, provided refraining from voting does not
materially harm the Company;
• the Investment Manager is not given enough time to process
the vote (e.g. receives a meeting notice and proxy from the
issuer too late to permit voting);
• the Company holds shares on a Company’s record date, but
sells them before the investee’s meeting date;
• the investee has participated in share blocking, prohibiting
the Investment Manager’s ability to trade or loan shares for a
period of time;
• the Investment Manager has outstanding sell orders on a
particular security and refrains from voting to facilitate the sale;
and
• the underlying securities have been lent out pursuant to a
security lending program.
This list is not exhaustive. The Investment Manager will provide
the Company with the voting record for the most recent
12-month period ending 30 September 2025.
Before making an investment, the Investment Manager assesses
risk factors, including the corporate governance structure of
the Company, to determine if it could inhibit good returns
and whether management’s interests align with those of
theinvestors.
The Investment Manager uses Institutional Shareholders Services
(“ISS”), a recognised authority on proxy voting and corporate
governance, to assist with voting procedures. ISS provides
recommendations, which the Investment Manager assesses and
then votes in accordance with the best interests of the Company.
For and on behalf of the Board
Frances Daley
Chairman
4 December 2025
39
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Management Engagement Committee Report
Composition and Role
The Management Engagement Committee, chaired by
Christopher Granville, includes all Directors as members and
meets at least once on an annual basis.
Terms of Reference have been established and agreed by the
Board and are available on the Company’s website.
The Committee’s primary responsibilities are to:
• monitor and evaluate the Investment Manager’s investment
performance and compliance with the terms of the
AIFMAgreement;
• review the terms of the AIFM Agreement annually to ensure
they conform with market and industry practice and remain in
the best interests of shareholders. Recommend any necessary
or desirable variations to the Board;
• review and make the appropriate recommendations to
the Board regarding the continuing appointment of the
AIFM, ensuring it is in the best interests of the Company
andshareholders;
• review the level and method of remuneration of the
InvestmentManager;
• monitor the appropriateness and compliance of other service
providers’ terms of their respective agreements;
• review, consider, and recommend to the Board any
amendments to the terms of appointment and remuneration
of other service providers; and
• consider any points of conflict of interest that may arise
between the service providers.
Matters Considered During the Year
The Committee met once during the year ended 30 September
2025. At that meeting, the Committee considered the
performance and the continuing appointment of the AIFM, as
well as the performance of the Company’s other third-party
service providers. The Committee conducted its annual review
of the performance of the Investment Manager, which included
consideration of:
• overall performance and performance compared with the
Benchmark and peer group;
• investment resources dedicated to the Company;
• investment management fee arrangements compared with the
peer group;
• marketing support and resources provided to the Company;
and
• a review of the Fund Administrator and the Company Secretary.
With respect to the review of the performance of the Company’s
other third-party service providers, the Committee considered the
quality of services provided and the overall value for money. The
Committee concluded that the services provided by other service
providers were satisfactory and the agreements entered into were
operating in the best interests of shareholders. Notwithstanding
this, the Committee determined that it would request one of
its longer-serving service providers to re-tender as part of an
ongoing process of regularly reviewing these arrangements.
Continuing Appointment of theAlternative
Investment FundManager
The Board keeps the performance of the AIFM under continual
review. The Committee conducts an annual appraisal of the
AIFM’s performance and recommends to the Board whether to
continue the AIFM’s appointment.
The Board believes that continuing the appointment of the AIFM
under the agreed terms is in the best interests of all shareholders.
The Board also believes that the AIFM has managed the portfolio
effectively, meeting the Board’sexpectations.
Christopher Granville
Chairman of the Management Engagement Committee
4 December 2025
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GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Nomination Committee Report
Composition and Role
The Nomination Committee, chaired by Vivien Gould, includes
all Directors as members, and meets at least once on an
annualbasis.
Terms of Reference have been established and agreed by the
Board and are available on the Company’s website.
The Board has determined that it is appropriate for all Directors
to be involved in the nomination process to ensure full oversight
and collective responsibility in matters of Board composition,
succession planning, and the appointment of new Directors. This
approach reflects the Board’s commitment to maintaining high
standards of governance and ensuring that decisions regarding
Board appointments benefit from the diverse perspectives and
experience of all members.
The primary responsibilities of the Committee are to:
• review the structure, size, and composition (including the skills,
knowledge, experience, and diversity) of the Board;
• give full consideration to succession planning for Directors in
the course of its work, taking into account the challenges and
opportunities facing the Company, and the skills and expertise
needed on the Board in the future;
• identify and nominate, for the approval of the Board,
candidates to fill Board vacancies as and when they arise;
• review the results of the Board performance evaluation process
that relate to the composition of the Board; and
• review annually the time required from Non-Executive
Directors.
The Committee is cognisant of the link between succession
planning, strategy, and the culture of the Company, and the role
in which it plays.
Activities During the Year
Board Succession
Effective succession planning is important for the long-term
success of the Company. The Committee continually reviews the
composition of the Board to monitor the ongoing independence
of the Non-Executive Directors, identify any gaps in skills or
experience, and arrange appropriate training. This process also
informs the succession plan for future Board appointments as
new skill needs emerge.
The Committee’s main focus has been to plan for the succession
of the Chairman. Frances Daley recently informed the Board
that after over ten years as a member of the Board, seven years
of which were as Chairman, she wished to step down and
would not stand for re-election. The Committee was not able
to progress this recruitment process until after the end of the
financial period under review, because of the uncertainty over
the future direction of the Company. This has now been settled
following shareholders voting in favour of the continuance of the
Company at the General Meeting held on 21October 2025.
The Committee delegated authority to Christopher Granville to
lead the process of identifying a candidate to succeed Ms Daley.
As a result of this process, it has been agreed that Vivien Gould be
appointed as Chairman following the retirement of MsDaley at
the Company’s AGM on 22 January 2026.
After the AGM the Board will, therefore, consist of three Directors.
The Directors consider that the Board can operate effectively
and efficiently with three Directors for now. Also, the Directors
consider that the advantages in terms of operating costs for a
period of time with three Directors, outweigh the reduction in
diversity at present, but commit to giving due consideration to
this matter when next recruiting.
Having reached the end of a nine-year term, Nadya Wells retired
from the Board at the 2025 AGM and did not seek re-election
and as reported last year, the Board decided not to appoint a
replacement at that time.
Succession Planning
The Board has an agreed succession plan for the orderly
retirement of existing Directors and a process to identify the
skills needed on new appointments. Regular retirement of
existing Directors will take place in the coming years to allow for
refreshment of talent and compliance with the AIC Code and
recommendations of the FCA.
Suitably qualified external search consultants assist in the
search process for all new Board appointees. The Nomination
Committee will continue to make recommendations for new
appointments to the Board based on merit, with candidates
measured against objective criteria and being mindful of
the Board’s Diversity Policy as included in the Statement
ofGovernance.
During the year, the Committee held one scheduled meeting
which was attended by all members of the Committee. The
Committee considered the results of the Board evaluation 2025
and also reviewed the Company’s Diversity Policy.
The Board, on the recommendation of the Committee, is satisfied
that each Non-Executive Director serving at the end of the year
and standing for re-election at the forthcoming AGM remains
independent and continues to have sufficient time to discharge
their responsibilities to theCompany.
Vivien Gould
Chairman of the Nomination Committee
4 December 2025
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Audit Committee Report
Composition and Role
The Audit Committee, chaired by Alastair Bruce, includes all
Directors as members, including the Chairman of the Board.
Ms. Daley was independent on appointment, and the Committee
considered it appropriate for her to be a member, having regard
to her skills, experience, and valued contributions, which
enhance the overall effectiveness of the Committee.
Committee members individually and collectively, are
independent and appropriately experienced, and at least one
member has recent and relevant financial experience.
Terms of Reference have been established and agreed by the
Board, and are available on the Company’s website.
The primary responsibilities of the Audit Committee are to:
• monitor the integrity of the financial statements, the
financial reporting process and the accounting policies of
the Company;
• review the content of the Annual Report and Accounts and
advise the Board on whether, taken as a whole, it is fair,
balanced and understandable and provides shareholders
with sufficient information to assess the Company’s position
and performance, business model and strategy;
• report to the Board on any significant financial reporting
issue and judgements having regard to any matters
communicated to it by the Auditor;
• review the effectiveness of the internal controls environment
of the Company and risk management systems;
• review the Company’s risk register, including significant and
emerging risks;
• manage the relationship with the Company’s
external Auditor, including reviewing the Auditor’s
remuneration, independence and performance and make
recommendations to the Board as appropriate;
• review the Auditor’s independence and objectivity and the
effectiveness and quality of the audit process; and
• regularly review the need for an internal audit function.
The Audit Committee usually meets three times a year to
review the Annual and Half Year Financial Reports, audit
timetable, and other risk management and governance
matters. It may meet more often if deemed necessary, or
if required by the Auditor. During the year under review,
the Audit Committee met on three occasions, these being
scheduled meetings.
The Audit Committee has direct access to the Company’s
Auditor, BDO LLP, and representatives of the Auditor attend
an Audit Committee meeting at least once a year. The Audit
Committee meets with the Auditor once during the year without
the presence of the Investment Manager andAdministrator.
Going Concern and Viability
The Committee has reviewed and assessed the Annual Report
and made recommendations to the Board to confirm that it is
fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy. The Committee
reported these findings to the Board. This process included an
assessment and recommendation on whether it was appropriate
to prepare the Company’s financial statements on a going
concern basis. The review involved challenging the assumptions
regarding the Company’s viability and reviewing stress tests
focused on its ability to remain viable. The Board’s conclusions
in this respect are set out in the Going Concern Statement and
Long Term Viability Statement on pages 59 and 28 respectively.
Other Matters Considered by the Audit Committee
in the Year
During the year, the Committee also reviewed the key risks
facing the Company and the internal controls framework
operating to control risk. The Committee reviewed the proposed
programme for the year-end audit and the subsequent Audit
Report of the external Auditor.
In addition to the matters above, the Audit Committee has:
• reviewed the revenue forecast and analyses prepared by the
Administrator, in order to make recommendations on the semi-
annual and final dividends;
• agreed the audit plan, including the principal areas of focus,
and agreed the audit fee with the Auditor;
• reviewed and updated the Company’s risk matrix, including
assessment of emerging and principal risks facing the
Company;
• reviewed the internal controls and risk management systems
of the Company and the control reports of its third-party
service providers, including those issued by the Company’s
Administrator, Depositary, Custodian and Investment Manager;
• met with the Investment Manager to discuss and challenge the
valuation and existence of unquoted and quoted investments
and to review the liquidity of the portfolio; and
• considered the recoverability of withholding tax on several of
the Company’s dividends received.
At each Audit Committee meeting, members discussed
emerging risks that may have an impact on the Company.
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GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Significant Matters Considered by the Audit Committee
During its review of the Company’s financial statements for the year ended 30 September 2025, the Audit Committee identified the
following significant issues, including those communicated by the Auditor during its review:
Significant Issue How the issue was addressed
Valuation of the investment portfolio and
review of illiquid holdings
The Board relies on the Administrator and the Investment Manager to use correct
listed prices and seeks comfort in the testing of this process through the internal
control statements. This was discussed with the Administrator, Investment
Manager and Auditor at the conclusion of the audit of the financial statements.
The valuation of investments is undertaken in accordance with the accounting
policies, disclosed in note 1 to the financial statements on pages 59 to 61.
The Investment Manager reviews the valuation of the investments by both the
Administrator and Custodian. Actively traded investments are valued using stock
exchange prices provided by a third-party vendor. Regular updates are provided to
the Audit Committee about the activities and valuations of any unquoted holdings.
The Company uses the services of an independent Depositary (State Street) to hold
the assets of the Company. The Depositary checks the consistency of its records
with those of the Manager on a monthly basis and reports to the Audit Committee.
The Investment Manager regularly provides information to the Audit Committee in
respect of the liquidity of the portfolio and valuation of Russian stocks which have
been valued at zero.
During the year, and at the year-end, there were no matters brought to light which
called into question that the key controls in this area were not working.
Existence and safe custody of the
investment portfolio
Like all services performed by the Company, the Committee relies on third-party
service providers to ensure controls are in place. The Company uses the services
of an independent Custodian to hold the assets of the Company. The investment
portfolio is reconciled by the Investment Manager to the Custodian’s records on a
monthly basis.
The Investment Manager also reviewed the Custodian’s service levels and
performance throughout the year and conducted quarterly performance reviews
with the Custodian. The Company has also appointed a Depositary whose
responsibilities include monitoring the controls operated by the Custodian
and overseeing the safekeeping of the Company’s assets. The Committee
receives regular reports from the Depositary, including details on its oversight of
theCustodian.
Accuracy of the calculation for the
discount and performance
The level of discount and performance is calculated by the Administrator. This is
also reviewed by the Investment Manager and the Audit Committee.
Internal Controls and Risk
The Board has ultimate responsibility for the management
of risk and the Company’s systems of internal control. The
Board, through the Audit Committee, has established an
ongoing process for identifying, evaluating and managing
risks. The Audit Committee manages financial, operational
and compliance risks and overall risk by relying on regular
reports on performance attribution and other management
information provided by the Investment Manager and other
third-party suppliers.
The Audit Committee reviews Annual Reports from the AIFM,
Depositary, Registrar, Administrator, Investment Manager,
and Custodian on their internal controls and their operation.
These control reports provide details of the internal control
procedures operated by the relevant entity and typically
include a report by an independent reporting accountant. The
internal control systems are designed to manage rather than
eliminate the risk of failure to achieve business objectives and
by their nature can only provide reasonable, not absolute,
assurance against misstatement and loss.
Regular risk assessments and reviews of internal controls are
undertaken in the context of the Company’s overall investment
objective. The Board, through the Audit Committee, has
identified risk management controls in four key areas:
corporate strategy; published information and compliance with
laws and regulations; relationships with service providers; and
investment and business activities.
In arriving at its judgement of what risks the Company faces,
the Board has considered the Company’s operations in light of
the following factors:
43
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
• the nature and extent of risks which it regards as acceptable
for the Company to bear within its overall business objective;
• the likelihood of such risks becoming reality;
• the Company’s ability to reduce the incidence and impact of
risk on its performance; and
• the cost and benefits to the Company of the relevant
controls being operated by the Company and third parties.
A risk matrix has been produced against which the risks
identified and the controls in place to mitigate those risks
can be monitored. The risks are assessed on the basis of the
likelihood of them happening, the impact on the business if
they were to occur, and the effectiveness of the controls in
place to mitigate them. This risk matrix is reviewed twice a
year by the Audit Committee and at other times as necessary.
The principal and emerging risks identified by the Board are
set out on pages 26 to 27.
The Board reviews financial information produced by the
Investment Manager and the Administrator on a regular
basis. Most functions for the day-to-day management of the
Company are sub-contracted, and the Directors therefore
obtain regular assurances and information from key third-
party suppliers regarding the internal systems and controls
operated in their organisations. In addition, each of the third
parties is requested to provide a copy of its report on internal
controls each year, which is reviewed by the Audit Committee,
together with letters of comfort confirming that those controls
were still in operation at the Company’s year-end.
During 2026 the Committee will ensure the Company is able
to comply with the new provision 34 of the 2024 AIC Code,
which is effective in respect of accounting periods beginning
on or after 1 January 2026. This new provision requires the
Company to describe how the Board has monitored and
reviewed the effectiveness of the framework and include
in the Annual Report a declaration of effectiveness of the
material controls as at the balance sheet date. A description
of any material controls which have not operated effectively
as at the balance sheet date, the action taken, or proposed,
to improve them and any action taken to address previously
reported issues will also be required. The Committee is
cognisant of the AIC’s guidance that companies should take a
proportionate approach in relation to this provision.
Russian Assets
The Audit Committee has continued to monitor the treatment
of Russian assets held by the Company. Following discussion
with the Auditor, the Committee agreed that the current
approach valuing these assets at zero remains appropriate. No
changes were proposed during the year.
Auditor Appointment, Independence, and Quality
BDO LLP has acted as the Company’s Auditor since 2019,
following a formal tender process. The Audit Committee
regularly reviews the effectiveness of the audit process,
including the audit plan, audit findings, and the auditor’s
independence and objectivity. The Committee also considers
the findings of the Financial Reporting Council (FRC) Audit
Quality Review and the results of the firm’s internal quality
monitoring.
• Audit Partner Rotation: Chris Meyrick is the current
Audit Partner, having taken over in 2024. The Committee
recognises that regular rotation of the Audit Partner
provides a fresh perspective and supports audit quality.
• Audit Quality and Controls: The Committee reviewed
BDO’s ongoing investment in audit quality, covering
standardisation, digital tools, enhanced review procedures,
and the introduction of an Audit Quality Executive alongside
the FRC’s 2025 inspection findings. While progress has been
made, recurring issues remain in areas such as management
estimates, revenue audits, and quality controls. None
of these shortcomings were materially relevant to the
Company’s audit, but the Committee continues to monitor
BDO’s response, including strengthened root cause analysis
and actions to address these findings.
• Audit Fees: The agreed audit fee for the year ended
30September 2025 is £49,000 (2024: £47,000), exclusive
of VAT and disbursements. The increase reflects inflation
and cost base changes, with no significant change in
audit scope. A further fee of £5,000 has been paid in the
year relating to the 2024 audit, relating to additional work
involved in that audit.
• Non-Audit Services: No non-audit services were provided
by BDO LLP during the year. The Committee annually
reviews and approves the Company’s policy on the supply
of non-audit services by the Auditor, ensuring compliance
with regulatory limits and the maintenance of Auditor
independence.
Audit Process and Effectiveness
The Audit Committee met with the Auditor at key stages
of the audit cycle, including a private session without
management present. The Committee reviewed the audit
plan, discussed key audit risks, and considered the Auditor’s
findings and recommendations. The Committee also
reviewed the Auditor’s engagement letter and terms of
appointment.
Internal Audit and Whistleblowing
The Committee considered the need for an internal audit
function and concluded that, given the Company’s externally
managed model and absence of employees, an internal audit
function is not required. The Committee also reviewed the
whistleblowing arrangements in place at the Company’s
key service providers and is satisfied that these meet
industrystandards.
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GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Committee Effectiveness
The Board conducted an internally facilitated evaluation of the
Audit Committee’s performance during the year. The evaluation
confirmed that the Committee continues to operate effectively
and provides robust oversight of the Company’s financial
reporting and internal controls.
Financial Statements
In finalising the financial statements for recommendation to the
Board, the Committee concluded that the going concern basis
of preparation remains appropriate. The Committee is satisfied
that the Annual Report and financial statements, taken as a
whole, are fair, balanced, and understandable, and provide the
information necessary for shareholders to assess the Company’s
position, performance, business model, and strategy.
Alastair Bruce
Chairman of the Audit Committee
4 December 2025
45
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Directors’ Remuneration Report
for the year ended 30 September 2025
Directors’ Remuneration Report
The Board presents the Directors’ Remuneration Report for the year ended 30 September 2025, prepared in accordance with the
requirements of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.
The law requires the Company’s Auditor to audit certain disclosures provided. Where disclosures have been audited, they are
indicated as such. The Auditor’s opinion is included in the Independent Auditor’s Report on pages 50 to 55.
Statement by the Chairman
A key driver of the remuneration policy is that fees payable to Directors should be sufficient to attract and retain individuals with
suitable knowledge and experience. The basis for determining the level of any change in Directors’ remuneration is set out in the
Directors’ Remuneration Policy below. No discretionary fees were paid to the Directors during the year, and such fees are expected to
be necessary only in exceptional circumstances. Any discretionary fees will be clearly disclosed in the Directors’ Remuneration Report,
accompanied by an explanation of the work undertaken and why it was deemed necessary to pay such additionalremuneration.
Remuneration Committee
The Board as a whole fulfils the function of the remuneration committee and considers any change in the Directors’ Remuneration
Policy (the “Policy”). Given the size of the Board, it is not considered appropriate for the Directors to have a separate committee and
therefore one has not been established. The Company’s Directors are all non-executive and independent of the Investment Manager.
The Company has no employees.
Directors’ Remuneration Policy
The Policy detailed below is put to a shareholders’ vote at least once every three years and in any year if there is to be a change in
Policy. In determining the Policy, the Board considers all necessary factors, including relevant legal and regulatory requirements and
the provisions and recommendations of the AIC Code. The appropriateness and relevance of the Policy are to ensure it supports the
long-term success of the Company.
Companies are required to ask shareholders to approve the Annual Remuneration Report, which includes the annual remuneration
paid to Directors, each year and to formally approve the Directors’ Remuneration Policy on a three-yearly basis. Any change to the
Directors’ Remuneration Policy requires shareholders’ approval. The vote on the Directors’ Remuneration Report is advisory, while
the Directors’ Remuneration Policy is subject to a binding vote.
A resolution to approve the Policy was last proposed and approved by shareholders at the AGM of the Company held on 25 January
2025. A Statement of Voting is on page 48.
This Remuneration Report will be proposed to shareholders at the forthcoming AGM. The Remuneration Policy will be proposed to
shareholders at the 2028 AGM.
Current Policy
The Board’s policy is that the remuneration of Directors should be fair and reasonable when assessed against other comparable
investment companies and sufficient to retain and motivate appointees, as well as ensure that high-calibre individuals are recruited
to the Board. Remuneration levels should properly reflect the time incurred and responsibility undertaken. Fees for the Directors are
determined by the Board, following a recommendation from the Nomination Committee, within the limits stated in the Company’s
Articles of Association. The maximum limit currently dictated by the Company’s Articles of Association is £250,000 in aggregate
perannum.
Directors do not have service contracts. Directors are appointed under letters of appointment, copies of which are available for
inspection at the registered office of the Company.
Directors are entitled to be reimbursed for any reasonable expenses properly incurred in connection with the performance of
their duties, including attendance at board, general, and committee meetings. Additionally, Directors may seek legal advice at the
Company’s expense, provided they first consult with the Chairman.
Directors are not eligible for bonuses, pension benefits, share options or other incentives or benefits. There are no agreements
between the Company and its Directors regarding compensation for loss of office. The principles will also apply to any
newappointments.
The Directors’ fees are subject to regular review by the Board, considering the aforementioned factors. The Company’s Articles also
allow for additional discretionary payments for services that, in the opinion of the Directors, fall outside the scope of the ordinary duties.
46
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Component Parts of the Directors’ Remuneration
Audited Year ended 30 September 2025 Year ended 30 September 2024
£ £
Chairman’s base fee 39,500 38,000
Non-executive Director base fee 29,500 28,000
Additional fee for the Chairman of the Audit Committee 3,500 3,500
Additional fee for the Senior Independent Director 1,000 1,000
It is the Company’s policy that the Chairman, the Chairman of the Audit Committee and the Senior Independent Director receive
higher fees to reflect their additional responsibilities.
Implementation of the Policy
The determination of the level of fees paid to Directors, which are reviewed periodically, is handled by the entire Board. It is not
considered appropriate for the Company to have a separate Remuneration Committee since all the Directors are Non-Executive.
Therefore, the Board as a whole approves Directors’ remuneration at its discretion, within an aggregate limit of £250,000 per annum
as stipulated in the Company’s Articles of Association. Each Director abstains from voting on their own individual remuneration.
Fees for any new Director appointed will be set in accordance with the Remuneration Policy. Fees payable in subsequent years will be
determined following an annual review.
As the Company has no Chief Executive Officer and no employees, and the Board is comprised solely of Non-Executive Directors,
we have not reported on aspects of remuneration that relate to Executive Directors. There is also no requirement for employee
consultation, nor is there employee comparative data to provide in relation to the setting of the Policy.
Directors’ fees are reviewed annually and take into account research from third parties on the fee levels of Directors of peer group
companies, as well as industry norms and factors affecting the time commitment expected of the Directors. New Directors are
subject to the provisions set out in this remuneration policy.
Any views expressed by shareholders on the fees paid to Directors will be considered by the Board when reviewing the Directors’
Remuneration Policy and during the annual review of Directors’ fees.
Audited Year ended 30 September 2025 Year ended 30 September 2024
% Change
in fees
Fees Expenses* Total Fees Expenses* Total
£ £ £ £ £ £
Frances Daley 39,125 — 39,125 38,000 — 38,000 3.0%
Alastair Bruce 32,625 — 32,625 21,000 — 21,000 —
Vivien Gould 29,125 1,688 30,813 28,000 1,594 29,594 4.0%
Christopher Granville 29,813 — 29,813 28,000 16 28,016 6.5%
Calum Thomson — — — 10,783 82 10,865 —
Nadya Wells
†
9,244 418 9,662 29,000 896 29,896 —
Total 139,932 2,106 142,038 154,783 2,588 157,371
* The Directors are entitled to claim travel expenses to meetings.
† Nadya Wells resigned on 23 January 2025.
47
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Percentage increase in Remuneration
The percentage change over each previous year is set out below:
Directors’ Beneficial Shareholdings (Audited)
There is no requirement under the Company’s Articles or the terms of appointment for Directors to hold shares in the Company.
The beneficial interests of the Directors and any persons closely associated in the shares of the Company are set out in the following
table:
At 30 September 2025
Director Number of Ordinary Shares % Interest in Share Capital
Frances Daley 6,000 0.052
Alastair Bruce 6,000 0.052
Vivien Gould 3,250 0.028
Christopher Granville — —
Nadya Wells — —
Since the year-end Alastair Bruce has acquired a further 2,000 Ordinary Shares, and Christopher Granville has acquired 1,000 Ordinary
Shares.
Relative Importance of Spend on Pay
The following table compares the remuneration paid to the Directors with aggregate distributions to shareholders in the year to
30September 2025 and the prior year. This disclosure is a statutory requirement.
Statement of Voting at the Annual General Meeting
Year ended 30 September 2025 Year ended 30 September 2024
£’000 £’000 % Change
Aggregate shareholders
distributions in respect of the year
2,182 1,996 9.3%
Aggregate share buybacks 535 — —
Remuneration 144 157 -8.3%
Percentage change* (%)
2024-25 2023-24 2022-23 2021-22
Frances Daley 3.0% 0.0% 0.0% 5.6%
Alastair Bruce** 55.4% — — —
Vivien Gould 4.0% 0.0% 0.0% 3.7%
Christopher Granville*** 6.5% 0.0% 0.0% 3.7%
Nadya Wells**** 0.0% 0.0% 0.0% 3.6%
* The percentage change over the previous year.
** Alastair Bruce is the Audit Committee Chairman and receives an additional fee for this role. The 55% increase in his director’s fee
compared to the prior year is primarily due to the fact that he only commenced service in February 2024, whereas the current year
reflects a full year of service.
*** Christopher Granville is the Senior Independent Director and receives an additional fee for this function.
**** Nadya Wells resigned on 23 January 2025.
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GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
The Directors’ Remuneration Policy was approved at the AGM of the Company held on 25 January 2022, and the Directors’
Remuneration Report for the year ended 30 September 2023 was approved by shareholders at the AGM held on 25 January 2024.
This resolution for the approval of the Remuneration Report was passed on a poll. The results of which are as follows:
REMUNERATION REPORT Number of Votes % of Votes Cast
For 6,394,499 99.97
Against 2,106 0.03
At Chairman’s discretion — —
Total votes cast 6,396,605
Withheld 3,075 —
This resolution for the approval of the remuneration policy was passed on a show of hands. The votes cast were as follows:
REMUNERATION POLICY Number of Votes % of Votes Cast
For 5,968,208 99.67
Against 19,807 0.33
At Chairman’s discretion 2,250 —
Total votes cast 5,990,828
Withheld 563 —
Directors’ Service Contracts
No Director has a service contract with the Company. Each Director has entered into terms of appointment as a Non-Executive
Director of the Company. There are no agreements between the Company and its Directors concerning compensation for loss
of office. The terms of their appointment provide that Directors shall retire and be subject to election at the first AGM after their
appointment. Thereafter, they will be subject to annual re-election. Compensation will not be made for loss of office.
Share Price Performance (not audited)
The following graph compares the share price and NAV performance against the Benchmark:
TEN YEAR PERFORMANCE VS BENCHMARK (not audited)
Approval
The Directors’ Remuneration Report was approved by the Board of Directors on 4 December 2025.
For and on behalf of the Board
Frances Daley
Chairman
4 December 2025
NAV Total Return, net of fees
Share Price Total Return
Benchmark
60
80
100
120
140
160
180
200
220
240
260
Sep 2015 Sep 2016 Sep 2017 Sep 2018 Sep 2019 Sep 2020 Sep 2021 Sep 2022 Sep 2023 Sep 2024 Sep 2025
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Statement of Directors’ Responsibilities in Respect of
the Annual Report and the Financial Statements
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Company law mandates that the Directors prepare financial
statements for each financial year. Under this law, the Directors
have elected to prepare the financial statements in accordance
with UK Accounting Standards and applicable law, including FRS
102 “The Financial Reporting Standard applicable in the UK and
Republic of Ireland”.
The Directors must not approve the financial statements unless
they are satisfied that these statements give a true and fair view
of the Company’s state of affairs and its profit or loss for that
period.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and apply them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether the financial statements have been prepared in
accordance with applicable UK Accounting Standards, subject
to any material departures disclosed and explained in the
financial statements;
• prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
• prepare a Directors’ Report, a Strategic Report and a Directors’
Remuneration Report that comply with the requirements of the
Companies Act 2006.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy
the financial position of the Company at any time. This enables
them to ensure that the financial statements comply with the
Companies Act 2006. Additionally, they are responsible for
safeguarding the Company’s assets and taking reasonable steps
to prevent and detect fraud and other irregularities.
Website publication
The financial statements are published on the Company’s
website: www.bemoplc.com, which is maintained by the
Investment Manager. The maintenance and integrity of this
website, as it relates to the Company, is the responsibility of
the Investment Manager. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions. The Directors’
responsibility also extends to ensuring the ongoing integrity of
the financial statements containedtherein.
Directors’ responsibilities pursuant to DTR4
The Directors consider that the Annual Report and financial
statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the Company’s position, performance,
business model and strategy.
Each of the Directors confirms to the best of their knowledge:
• the financial statements have been prepared in accordance
with applicable UK Accounting Standards and provide a true
and fair view of the Company’s assets, liabilities, financial
position, and profit; and
• the Annual Report includes a fair review of the development
and performance of the business and the financial position of
the Company, along with a description of the principal risks and
uncertainties they face.
For and on behalf of the Board
Frances Daley
Chairman
4 December 2025
50
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 30 September 2025 and of its profit for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (‘UK GAAP’); and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Barings Emerging EMEA Opportunities PLC (the “Company”) for the year ended
30September 2025 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in
Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and United Kingdom accounting standards, including
financial reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom
Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion. Our audit opinion is consistent with the our reporting to the Audit Committee.
Independence
Following the recommendation of the audit committee, we were appointed by the directors on 14 June 2019 to audit the
financial statements for the year ended 30 September 2019 and subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is seven years, covering the years ending 30 September 2019 to
30September 2025. We remain independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that
standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
• Evaluating the appropriateness of the Directors’ method of assessing the going concern in light of economic and market conditions
by reviewing the information used by the Directors in completing their assessment.
• Evaluating the Directors’ assessment regarding the impact of the Conditional Tender Offer and Annual Continuation Votes.
• Assessing the appropriateness of the Directors’ assumptions and judgements made in their base case and stress tested forecasts
including consideration of the liquidity of the portfolio and available cash resources relative to forecast expenditure and
commitments; and
• Challenging the Directors’ assumptions and judgements made in their forecasts by performing an independent analysis of the
liquidity of the portfolio.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.
Independent Auditor’s Report
to the members of Barings Emerging EMEA Opportunities PLC
51
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Overview
KEY AUDIT MATTERS Valuation and ownership of quoted investments
2025
2024
MATERIALITY
Company financial statements as a whole
£1,036,000 (2024: £833,000) based on 1% (2024: 1%) of net assets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
KEY AUDIT MATTER
How the scope of our audit addressed the key
audit matter
Valuation and ownership
of quoted investments
Please refer to the Audit
Committee Report on
pages 41 to 44; and note 1
(pages 59 to 61) and note8
(page 65) of the financial
statements.
We considered the valuation and
ownership of quoted investments to be
the most significant audit area as the
quoted investments also represent the
most significant balance in the Financial
Statements and underpin a significant
portion of the principal activity of
theentity.
Whilst we do not consider their valuation
to be subject to a significant degree of
estimation or judgement, there is a risk
that the prices used for the listed equity
investments held by the Company are
not reflective of the fair value of those
investments as at the year-end.
There is also a risk that errors made in
the recording of investment holdings
result in the incorrect reflection of
investments owned by the Company.
For these reasons and the materiality of
the balance in relation to the financial
statements as a whole, we considered
this to be a key audit matter.
We responded to this matter by testing the
valuation and ownership of the whole portfolio
of quoted investments. We performed the
following procedures:
• Confirmed the year-end bid price was used by
agreeing to externally quoted prices;
• Assessed if there were contra indicators, such
as liquidity considerations, to suggest bid price
is not the most appropriate indication of fair
value by considering the realisation period for
individual holdings;
• For those investments listed on a Russian
exchange, and subject to sanctions
or restrictions, we have assessed the
appropriateness of assigning a fair value of nil;
• Recalculated the valuation by multiplying
the number of shares held per the statement
obtained from the custodian by the valuation
per share; and
• Obtained direct confirmation of the number
of shares held per equity investment from the
custodian regarding all investments held at the
balance sheet date.
Key observations:
Based on our procedures performed we did not
identify any matters to suggest the valuation or
ownership of the quoted equity investments was
not appropriate.
52
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will
not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
COMPANY FINANCIAL STATEMENTS
2025
£’000
2024
£’000
Materiality £1,036,000 £833,000
Basis for determining materiality 1 % of net assets
Rationale for the benchmark
applied
As an investment trust, the net asset value is the key measure of performance for users of the
financial statements.
Performance materiality £777,000 £728,000
Basis for determining
performance materiality
75% of materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality applied was set after having considered a number of
factors including the expected total value of known and likely misstatements and the level of
transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £52,000 (2024:
£41,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual
Report other than the financial statements and our Auditor’s Report thereon. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
53
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 59; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate set out on page 28.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out on page 49;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on pages 26 to 27;
• The section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems set out on pages 42 to 43; and
• The section describing the work of the Audit Committee set out on pages 41 to 44.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic Report and
Directors’ Report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the Strategic Report
or the Directors’ Report.
Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not
been received from branches not visited by us; or
• the financial statements and the part of the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
54
GOVERNANCE BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financialstatements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with management and those charged with governance; and
• Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be Companies Act 2006, the FCA listing and DTR rules, the principles of the
AIC Code of Corporate Governance, industry practice represented by the AIC SORP, the applicable accounting framework, and
qualification as an Investment Trust under UK tax legislation as any non-compliance of this would lead to the Company losing various
deductions and exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying supporting documentation;
• Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws
andregulations;
• Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-compliance with
lawsand regulations; and
• Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its requirements to
retain their Investment Trust Status.
Fraud
We assessed the susceptibility of the financial statement to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager, the Administrator and those charged with governance regarding any known or suspected
instances of fraud;
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.
Based on our risk assessment, we considered the area most susceptible to be management override of controls.
Our procedures in respect of the above included:
• Review of estimates and judgements applied by management in the financial statements to assess their appropriateness and the
existence of any systematic bias;
55
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 GOVERNANCE
• Considered the opportunity and incentive to manipulate accounting entries and target tested relevant adjustments made in the
period end financial reporting process;
• Reviewed for significant transactions outside the normal course of business; and
• Performed a review of unadjusted audit differences for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were
all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations
in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our Auditor’s Report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Edinburgh, UK
4 December 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
56
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Year ended 30 September 2025 Year ended 30 September 2024
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Gains on investments
held at fair value through
profit or loss 8 — 21,454 21,454 — 11,082 11,082
Foreign exchange losses — (8) (8) — (379) (379)
Income 2 3,154 — 3,154 3,298 — 3,298
Investment management fee 3 (136) (542) (678) (118) (474) (592)
Other expenses 4 (787) — (787) (789) — (789)
Return on ordinary activities
before taxation 2,231 20,904 23,135 2,391 10,229 12,620
Taxation 5 (125) — (125) (153) — (153)
Return for the year 2,106 20,904 23,010 2,238 10,229 12,467
Return per Ordinary Share 7 17.88p 177.42p 195.30p 18.97p 86.71p 105.68p
The total column of this statement is the income statement of the Company.
The supplementary revenue and capital columns are both prepared under the guidance published by the AIC.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued
during the period.
There is no other comprehensive income and therefore the return for the year is also the total comprehensive income for the year.
The notes on pages 59 to 71 form part of these financial statements.
Income Statement
for the year ended 30 September 2025
57
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
At At
30 September 30 September
2025 2024
Notes £’000 £’000
Fixed assets
Investments at fair value through profit or loss 8 101,997 80,082
Current assets
Debtors 9 554 511
Cash at bank and in hand 1,276 3,773
1,830 4,284
Current liabilities
Creditors: amounts falling due within one year 10 (201) (1,033)
Net current assets
1,629 3,251
Net assets 103,626 83,333
Capital and reserves
Called-up share capital 11 1,504 1,512
Capital redemption reserve 3,284 3,276
Share premium 1,411 1,411
Capital reserve 95,365 74,996
Revenue reserve 2,062 2,138
Total equity
103,626 83,333
Net asset value per share
12 884.03p 706.40p
Number of shares in issue excluding treasury 11,722,041 11,796,902
The financial statements on pages 56 to 71 were approved and authorised for issue by the Board of Barings Emerging EMEA
Opportunities PLC on 4 December 2025 and were signed on its behalf by:
Frances Daley
Chairman
Company registration number: 04560726
The notes on pages 59 to 71 form part of these financial statements.
Statement of Financial Position
as at 30 September 2025
58
Called-up Capital Share
share redemption premium Capital Revenue
capital reserve account reserve reserve Total
£’000 £’000 £’000 £’000 £’000 £’000
For the year ended 30 September 2025
Opening balance as at 1 October 2024 1,512 3,276 1,411 74,996 2,138 83,333
Return for the year — — — 20,904 2,106 23,010
Repurchase of Ordinary Shares (8) 8 — (535) — (535)
Dividends paid — — — — (2,182) (2,182)
Total contributions by and distributions
to shareholders: (8) 8 — (535) (2,182) (2,717)
Balance at 30 September 2025 1,504 3,284 1,411 95,365 2,062 103,626
Called-up Capital Share
share redemption premium Capital Revenue
capital reserve account reserve reserve Total
£’000 £’000 £’000 £’000 £’000 £’000
For the year ended 30 September 2024
Opening balance as at 1 October 2023 1,512 3,276 1,411 64,767 1,896 72,862
Return for the year — — — 10,229 2,238 12,467
Contributions by and distributions
to shareholders:
Dividends paid — — — — (1,996) (1,996)
Total contributions by and distributions
to shareholders: — — — — (1,996) (1,996)
Balance at 30 September 2024 1,512 3,276 1,411 74,996 2,138 83,333
At 30 September 2025, the distributable reserves of the Company were £84,637,000 (2024: £77,134,000) which comprise of the revenue
reserve £2,062,000 (2024: £2,138,000) and realised capital reserves of £82,575,000 (2024: £82,194,000) less unrealised losses of £nil
(2024: £7,198,000). The balance consists of £18,989,000 of undistributable reserves.
All investments are held at fair value through profit or loss. When the Company revalues the investments still held during the period, any
gains or losses arising are credited/charged to the capital reserve.
The notes on pages 59 to 71 form part of these financial statements.
Statement of Changes in Equity
for the year ended 30 September 2025
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
59
1. ACCOUNTING POLICIES
Barings Emerging EMEA Opportunities PLC (the “Company”) is a company incorporated and registered in England and Wales.
The principal activity of the Company is that of an investment trust company within the meaning of Sections 1158/159 of the
Corporation Tax Act 2020 and its investment approach is detailed in the Strategic Report.
Basis of preparation
The financial statements are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted
Accounting Practice (‘UK GAAP’), including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of
Ireland’ and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture
Capital Trusts’ (the ‘SORP’) issued by the Association of Investment Companies, July 2022.
The Company meets the requirements of section 7.1A of FRS 102 and therefore has elected not to present the Statement of Cash
Flows for the year ended 30 September 2025.
The policies applied in these financial statements are consistent with those applied in the preceding year.
Going concern
The financial statements have been prepared on a going concern basis and on the basis that approval as an investment trust
company will continue to be met.
The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the
Company has adequate resources to continue in operational existence for a period of at least twelve months from the date when
these financial statements were approved.
In making the assessment, the Directors of the Company have also considered the likely impacts of international and economic
uncertainties on the Company, operations and the investment portfolio. The Directors also regularly assess the resilience of key
third-party service providers, most notably the Investment Manager and Fund Administrator. These include but are not limited to,
geopolitical events, the conflicts in Ukraine and the Middle East and inflationary pressures.
The Directors have also considered the outcome of the Continuation Resolution put to shareholders at the General Meeting held
on 21 October 2025. The Continuation Resolution was passed by a majority of shareholders, with 66.84% of votes cast in favour
and 33.16% against, representing 62.11% of the issued share capital. While the resolution passed, it received a significant number
of votes against, the majority of which were attributable to a single shareholder. The Board will report within six months of the
General Meeting on the actions it has taken to further engage with shareholders.
Following shareholder approval of to the Continuation Resolution, the Board is committed to implementing a revised tender offer
trigger mechanism. Under the revised mechanism, Shareholders will be offered a tender offer for 100% of the Company’s issued
share capital if the performance of the Company’s NAV does not exceed the return of the Benchmark for the period between
1October 2025 and 30 September 2028 (the “Revised Performance Trigger”). In addition, the Board will provide shareholders with
the opportunity to vote on the continuation of the Company annually, at each Annual General Meeting of the Company, from the
Annual General Meeting in respect of the year ending 30 September 2026, expected to be held in January 2027.
The Directors have completed stress tests assessing the impact of changes in market value and income with associated cash
flows. In making this assessment, they have considered severe but plausible downside scenarios including the impact of inflation
at 10%, and a simulated 50% reduction in NAV with no income or capital growth. The investment portfolio consists of diversified
Level 1 holdings across several jurisdictions enabling the Company to liquidate positions at short notice. The conclusion was that
in a severe but plausible scenario the Company could continue to meet its liabilities. Whilst the economic outlook is uncertain,
and it is possible the Company could experience reductions in income and/or market value, and changes in expenses, the
opinion of the Directors is that the extent of any such changes are unlikely to be to a level which would threaten the Company’s
ability to continue as a going concern.
The Directors are not aware of any material uncertainties that may cast significant doubt on the Company’s ability to continue
as a going concern, having taken into account the liquidity of the Company’s investment portfolio and the Company’s financial
position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance).
Therefore, the financial statements have been prepared on the going concern basis.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being the investment business.
Notes to the Financial Statements
for the year ended 30 September 2025
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
60
1. ACCOUNTING POLICIES continued
Significant accounting judgements and estimates
The preparation of the Company’s financial statements occasionally requires the Board to make judgements, estimates, and
assumptions. These affect the reported amounts in the primary financial statements and the accompanying disclosures. These
assumptions and estimates could lead to material adjustments to the carrying amounts of assets or liabilities in the current and
future periods, depending on the circumstances.
In preparing the financial statements, management has exercised judgement in relation to the valuation of certain investments,
cash balances, and receivables that are subject to restrictions on use, control, and realisation. These restrictions arise from the
application of relevant sanctions. As a result, the affected assets have been assessed as having no recoverable value and have
been recognised at nil.
The areas requiring judgement and estimation in the preparation of the financial statements are: recognising and classifying
unusual or special dividends received as either revenue or capital in nature; and allocation of expenses between capital
andincome.
The Directors do not believe that any other significant accounting judgements or estimates applied to this set of financial
statements pose a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the
next financial year.
Investments
Upon initial recognition the investments held by the Company are classified ‘at fair value through profit or loss’. All gains and
losses are allocated to the capital return within the Income Statement as ‘Gains on investments held at fair value through profit
or loss’. Also included within this are transaction costs in relation to the purchase or sale of investments. When a purchase or
sale is made under a contract, the terms of which require delivery within the timeframe of the relevant market, the investments
concerned are recognised or derecognised on the trade date. Subsequent to initial recognition, investments are valued at fair
value through profit or loss. For listed investments this is deemed to be bid market prices. Fair values for unquoted investments,
or for investments for which the market is inactive, or restrictions on realisation, are established by the Directors after discussion
with the AIFM using various valuation techniques in accordance with the International Private Equity and Venture Capital (the
“IPEV”) guidelines. Where investments are unable to be realised due to restrictions upon them, they are fair valued at nil.
Foreign Currency
The Company is required to identify its functional currency, being the currency of the primary economic environment in which
the Company operates. The Board, having regard to the Company’s share capital and the predominant currency in which its
shareholders operate, has determined that Pounds Sterling is the functional currency. Pounds Sterling is also the currency in
which the financial statements are presented.
Transactions denominated in currencies other than Pounds Sterling are recorded at the rates of exchange prevailing on the date of
the transaction. Items that are denominated in foreign currencies are translated at the rates prevailing on the Balance Sheet date.
Any gains or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain
or loss in the capital reserve or the revenue account depending on whether the gain or loss is capital or revenue in nature.
Cash at Bank and in Hand
Cash comprises cash at bank and in hand.
Trade Receivables, Prepayments and Other debtors
Trade receivables, prepayments and other debtors are recognised at amortised cost.
Trade Payables and Other creditors
Trade payables and short-term borrowings are measured at amortised cost.
Income
Dividends receivable from equity shares are included in revenue return on an ex-dividend basis except where, in the opinion of
the Board, the dividend is capital in nature, in which case it is included in capital return. Where restrictions apply on dividends and
the realisation of cash, the dividend is recorded upon the receipt of cash.
Overseas dividends are included gross of any withholding tax.
Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether a dividend should
be regarded as a capital or revenue receipt, the Board reviews all relevant information as to the sources of the dividend on a
case-by-case basis.
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
61
1. ACCOUNTING POLICIES continued
Expenses and finance costs
All expenses are accounted for an on an accruals basis. On the basis of the Board’s expected long-term split of total returns in
the form of capital and revenue and are charged as follows:
• The investment management fee is charged 20% to revenue and 80% to capital;
• Finance costs are charged 20% to revenue and 80% to capital; and
• Other expenses are charged wholly to revenue.
Taxation
Current tax is provided at the amounts expected to be paid or recovered.
Deferred tax is provided on all timing differences that have originated but not reversed by the balance sheet date. Deferred tax
liabilities are recognised for all taxable timing differences, but deferred tax assets are only recognised to the extent that it is more
likely than not that taxable profits will be available against which those timing differences can be utilised.
Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expected
to reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an
undiscounted basis.
Dividends payable to shareholders
Dividends are not recognised in the accounts unless there is an obligation to pay or have been paid.
Capital redemption reserve
The capital redemption reserve represents non-distributable reserves that arise from the purchase and cancellation of Ordinary Shares.
Share premium
The share premium account represents the accumulated premium paid for shares issued in previous periods above their
nominal value less issue expenses. This is a reserve forming part of the non-distributable reserves. The following items are
taken to this reserve:
• Costs associated with the issue of equity; and
• Premium on the issue of shares.
Capital reserve
The following are taken to capital reserve through the capital column of the Income Statement:
Capital reserve — other, forming part of the distributable reserves
• Gains and losses on the disposal of investments;
• Expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies; and
• Distribution of dividends.
Capital reserve — investment holding gains, non-distributable
• Increase and decrease in the valuation of investments held at the year-end, including provisions.
Revenue reserve
The revenue reserve represents the surplus of accumulated profits and is distributable by way of dividends.
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
62
2. INCOME
2025 2024
£’000 £’000
Income from investments:
Listed investments 3,129 3,255
Other income:
Bank interest 38 53
Exchange losses on receipt of income* (13) (10)
Total income
3,154 3,298
*Exchange movements arise from ex-dividend date to payment date.
All income stated above is revenue in nature.
3. INVESTMENT MANAGEMENT FEE
Baring Fund Managers Limited has been appointed as the AIFM under an agreement with six months notice by either party. The
annual fee of 0.75% is calculated, in accordance with the Investment Management Agreement, on the month end NAV excluding
current period revenue and payable monthly. The charge is allocated 20% (2024: 20%) to revenue and 80% (2024: 80%) to capital.
There is no performance fee chargeable by the AIFM.
The investment management fee comprises:
Year ended 30 September 2025 Year ended 30 September 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee 136 542 678 118 474 592
At 30 September 2025, £63,000 (30 September 2024: £50,000) of this fee remained outstanding.
4. OTHER EXPENSES
2025 2024
£’000 £’000
Company Secretary and administration expenses
195 205
Auditor’s audit fee 54 47
Directors’ remuneration 140 155
Custodian fees 56 57
Advisory and professional fees 64 75
Promotional expenses 150 133
Other expenses 128 117
Total other expenses 787 789
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
63
5. TAXATION
The taxation assessed for the year is the standard rate of corporation tax aggregated for the financial year of 25% (2024:25%). The
differences are explained below:
Current tax charge for the year:
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Overseas tax not recoverable* 169 — 169 215 — 215
Overseas tax received previously
provided for (44) — (44) (62) — (62)
125 — 125 153 — 153
*Tax deducted on payment of overseas dividends by local tax authorities.
Factors affecting the current tax charge for the year
The taxation rate assessed for the year is different from the standard rate of corporation taxation in the UK. The differences are
explained below:
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Return on ordinary activities
before taxation 2,231 20,904 23,135 2,391 10,229 12,620
Return on ordinary activities multiplied
by the standard rate of corporation tax
of 25% (2024: 25%) 558 5,226 5,784 598 2,557 3,155
Effects of:
Irrecoverable overseas tax 169 — 169 215 — 215
Withholding tax received previously
written off (44) — (44) (62) — (62)
Gains on investments held at fair
value through profit and loss not taxable — (5,364) (5,364) — (2,771) (2,771)
Foreign exchange loss not allowable 3 2 5 3 95 98
Overseas dividends not taxable (782) — (782) (814) — (814)
Management expenses not utilised 221 136 357 213 119 332
Current tax charge for the year 125 — 125 153 — 153
The Company is not liable to tax on capital gains due to its status as an investment trust.
At 30 September 2025, the Company had unrelieved management expenses of £19,652,000 (30 September 2024: £18,225,000)
and a non-trade loan relationship deficit of £1,304,000 (30 September 2024: £1,304,000) that are potentially available to offset
future taxable revenue. A deferred tax asset of £5,239,000 (30 September 2024: £4,882,000), based on the enacted UK corporation
tax rate of 25% that applied from 1 April 2024, has not been recognised because the Company is not expected to generate sufficient
taxable income in future periods that the carried forward tax losses can be utilised against.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company
meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trustcompany.
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
64
6. DIVIDEND ON ORDINARY SHARES
2025 2024
Revenue Revenue
£’000 £’000
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 30 September 2024 of 12.5p (2024: 11p) per Ordinary Share 1,474 1,288
Interim dividend for the year ended 30 September 2025 of 6p (2024: 6p) per Ordinary Share 708 708
2,182 1,996
Set out below are the interim and final dividends paid or proposed on Ordinary Shares in respect of the financial year, which is the
basis on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered.
2025 2024
Revenue Revenue
£’000 £’000
Amounts recognised as distributions to equity holders in the year:
Interim dividend for the year ended 30 September 2025 of 6p (2024: 6p) per Ordinary Share 708 708
Proposed final dividend for the year ended 30 September 2025 of 13.5p (2024: 12.5p) per Ordinary Share 1,569 1,475
2,277 2,183
The dividend proposed in respect of the year ended 30 September 2025 is subject to shareholder approval at the forthcoming
Annual General Meeting.
7. RETURN PER ORDINARY SHARE
Year ended 30 September 2025 Year ended 30 September 2024
Revenue Capital Total Revenue Capital Total
Return per Ordinary Share 17.88p 177.42p 195.30p 18.97p 86.71p 105.68p
Revenue return (earnings) per Ordinary Share is based on the net revenue on ordinary activities after taxation of £2,106,000
(2024: £2,238,000 ).
Capital return per Ordinary Share is based on net capital gains for the financial year of £20,904,000 (2024: £10,229,000). These
calculations are based on the weighted average of 11,782,462 (2024: 11,796,902) Ordinary Shares in issue during the year.
At 30September 2025, there were 11,722,041 Ordinary Shares of 10 pence each in issue (2024: 11,796,902) which excludes
3,318,207 Ordinary Shares held in treasury (2024: 3,318,207). The shares held in treasury are treated as not being in issue when
calculating the weighted average of Ordinary Shares in issue during the year.
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
65
8. INVESTMENTS
Financial assets held at fair value
30 September 2025 30 September 2024
£’000 £’000
Opening book cost 87,280 86,371
Opening investment holding losses (7,198) (17,660)
Opening fair value
80,082 68,711
Movements in year:
Purchases at cost* 29,108 29,522
Sales proceeds* (28,647) (29,233)
Realised gains on equity sales 1,465 620
Increase in value of investments 19,989 10,462
Closing fair value
101,997 80,082
Closing book cost 89,206 87,280
Closing investment holding gains/(losses) 12,791 (7,198)
Closing fair value
101,997 80,082
* Includes transaction costs of £44,000 (2024: £44,000) relating to purchases at cost, £31,000 (2024: £28,000) relating to sales
proceeds.
Year ended Year ended
30 September 2025 30 September 2024
£’000 £’000
Analysis of capital gains
Gains on sales of financial assets 1,465 620
Movement in investment holding gains for the year 19,989 10,462
Net gains on investment 21,454 11,082
The Company sold investments in the year with proceeds of £28,647,000 (2024: £29,233,000). The book cost of these
investments when purchased was £27,182,000 (2024: £28,613,000). These investments have been revalued over time and until
they were sold any unrealised gains or losses were included in the fair value of the investments.
The Company has no interests amounting to an investment of 3% or more of the equity capital.
Primary country of investment
30 September 2025 30 September 2024
Fair value £’000 £’000
South Africa 30,807 21,128
Saudi Arabia 25,947 23,776
United Arab Emirates 11,397 9,232
Poland 10,577 7,634
Greece 6,330 3,649
Turkey 6,323 3,853
Hungary 4,321 3,668
Kuwait 3,587 2,735
Qatar 1,996 3,224
Czech Republic 712 1,183
Russia — —
Total
101,997 80,082
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
66
9. DEBTORS
2025 2024
£’000 £’000
Prepayments and accrued income 142 175
VAT Recoverable 412 336
554 511
10. CREDITORS
2025 2024
£’000 £’000
Amounts falling due within one year
Amounts due to brokers — 864
Other creditors 201 169
201 1,033
11. CALLED-UP SHARE CAPITAL
30 September 2025 30 September 2024
Number £’000 Number £’000
Allotted, issued and fully paid up Ordinary Shares
of 10p each
Opening balance 15,115,109 1,512 15,115,109 1,512
Ordinary Shares bought back and cancelled (74,861) (8) — —
Total Ordinary Shares in issue 15,040,248 1,504 15,115,109 1,512
Treasury shares 3,318,207 3,318,207
Total Ordinary Share capital excluding treasury shares 11,722,041 11,796,902
During the year, 74,861 Ordinary Shares were repurchased for cancellation for £535,000 (2024: no Ordinary Shares were
repurchased for cancellation for £nil) representing 0.6% (2024: 0%) of shares in circulation at the beginning of the year. The
Company holds 3,318,207 Ordinary Shares in treasury which are treated as not being in issue when calculating the number of
Ordinary Shares in issue during the year (2024: 3,318,207). Ordinary Shares held in treasury are non-voting and not eligible for
receipt of dividends.
12. NET ASSET VALUE PER SHARE
The NAV per Ordinary Share and the NAV attributable at the year-end were as follows:
2025 2024
Total shareholders’ funds (£’000)
103,626 83,333
Number of shares in issue* 11,722,041 11,796,902
NAV (pence per share) (basic and dilutive) 884.03 706.40
* Excludes 3,318,207 Ordinary Shares held in treasury (2024: 3,318,207).
The NAV per share is based on total shareholders’ funds above, and on 11,722,041 Ordinary Shares in issue at the year-end (2024:
11,796,902 Ordinary Shares in issue) which excludes 3,318,207 Ordinary Shares held in treasury (2024: 3,318,207 Ordinary Shares
held in treasury). The Ordinary Shares held in treasury are treated as not being in issue when calculating the NAV per share.
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
67
13. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES
Investment Objective and Policy
As an investment trust, the Company invests in equities and other investments for the long-term so as to secure its investment
objective stated on page 22. In pursuing its investment objective, the Company is exposed to a variety of risks that could
result in either a reduction in the Company’s net assets or a reduction of the profits available for dividends. The Objective and
Investment Policy are set out on page 22.
Risks
The risks identified arising from the financial instruments are market risk (which comprises market price risk, interest rate risk,
and currency risk), liquidity risk and credit and counterparty risk. The Board and AIFM consider and review the risks inherent in
managing the Company’s assets which are detailed below.
The objectives, policies and processes for managing the risks, and the methods used to measure the risks, are set out below
and have not changed from the previous accounting period.
The AIFM monitors the Company’s exposure to risk and reports to the Board on a regular basis.
Market Risk
Special considerations and risk factors associated with the Company’s investments are discussed on pages 9 to 14. Market risk
arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the
potential loss which the Company might suffer through holding market positions by way of price movements, interest rate
movements and exchange rate movements. The Company’s AIFM assesses the exposure to market risk when making each
investment decision, and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
Market Price Risk
Market price risk (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the
value of investments.
The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing
analysis, with the objective of maximising overall returns to shareholders. The Company has experienced volatility in the fair
value of investments during recent years due to geopolitical events and inflationary pressures.
To illustrate the potential impact of market volatility, the Company has applied a 20% sensitivity to the fair value of
investments at the year-end. This percentage is considered a reasonable estimate of a significant market movement, based
on historical fluctuations observed in the portfolio and broader market indices during periods of heightened uncertainty. It
is not intended to represent a forecast but rather to demonstrate the potential effect of a substantial adverse or favourable
change in market prices.
If the fair value of the Company’s investments at the year-end increased or decreased by 20%, it would have an impact on
the Company’s capital return and equity of £20,399,000 (2024: £16,016,000).
Currency Risk
The value of the Company’s assets and the total return earned by the Company’s shareholders can be significantly affected
by currency exchange rate movements as most of the Company’s assets are denominated in currencies other than Pounds
Sterling, the currency in which the Company’s financial statements are prepared.
Income denominated in other currencies is converted to Pounds Sterling upon receipt. The Company does not use financial
instruments to mitigate the currency exposure. The Company’s uninvested cash balances are typically held in US Dollars.
To illustrate the potential impact of currency fluctuations, the Company has applied a 10% sensitivity to non-Sterling assets and
liabilities held at the year-end. This percentage is considered a reasonable estimate of potential volatility, based on historical
movements in major currency pairs relevant to the portfolio, particularly GBP/USD and GBP/EUR. It reflects the level of
exchange rate variation that could arise from macroeconomic factors, geopolitical developments, or monetary policy changes.
A 10% rise or decline of Pounds Sterling against currency denominated (i.e. non Pounds Sterling) assets and liabilities held
at the year-end would have increased/decreased the net asset value by £10,338,000 (2024: £8,313,000). The Company has
experienced volatility in UK exchange rates through the year and maintains current cash in USD.
The country and currency exposure set out below are of the underlying exposure of the investee companies.
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
68
13. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
South Africa
Saudi Arabia
United Arab
Emirates
Poland
Greece
Turkey
Hungary
Kuwait
Qatar
United States
Czech
Republic
UK
Russia
Total
ZAR SAR AED PLN EUR TRY HUF KWD QAR USD CZK GBP RUB
2025 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Cash — — — — 3 — — — — 1,269 — 4 — 1,276
Debtor — 43 — 70 — — — — — — — 441 — 554
Creditor — — — — — — — — — — — (201) — (201)
Investments 30,807 25,947 11,397 10,577 6,330 6,323 4,321 3,587 1,996 — 712 — — 101,997
Total 30,807 25,990 11,397 10,647 6,333 6,323 4,321 3,587 1,996 1,269 712 244 — 103,626
South Africa
Saudi Arabia
United Arab
Emirates
Poland
Greece
Turkey
Hungary
Kuwait
Qatar
United States
Czech
Republic
UK
Russia
Total
ZAR SAR AED PLN EUR TRY HUF KWD QAR USD CZK GBP RUB
2024 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Cash 29 — — 1 3 — — — — 3,739 — 1 — 3,773
Debtor — 34 — 101 — — — — — — — 376 — 511
Creditor — (864) — — — — — — — — — (169) — (1,033)
Investments 21,128 23,776 9,232 7,634 3,649 3,853 3,668 2,735 3,224 — 1,183 — — 80,082
Total 21,157 22,946 9,232 7,736 3,652 3,853 3,668 2,735 3,224 3,739 1,183 208 — 83,333
Interest Rate Risk
Interest rate movements may affect the level of income receivable/payable on cash deposits
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account
when making investment decisions.
At 30 September 2025, the Company’s exposure to interest rate movements in respect of its financial assets and financial
liabilities consist of:
2025 2024
Total Total
(within one year) (within one year)
£’000 £’000
Exposure to floating interest rates:
Cash at bank and in hand 1,276 3,773
1,276 3,773
To assess the potential impact of interest rate changes, the Company has applied a 1% sensitivity to its cash balances. This
percentage reflects a reasonably possible movement in short-term interest rates over a one-year period, based on recent trends
in central bank policy rates and market expectations. It is intended to demonstrate the effect of a modest but meaningful change
in rates on the Company’s revenue return and net assets.
If the above level of cash was maintained for a year, a 1% increase in interest rates would increase the revenue return and
net assets by £13,000 (2024: £38,000). If there were a fall of 1% in interest rates, it would potentially impact the Company by
reducing revenue return by £13,000 (2024: £38,000). The total effect would be a revenue reduction/cost increase of £13,000
(2024: £38,000). The AIFM proactively manages cash balances.
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
69
13. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
Liquidity risk
The Company’s assets mainly comprise readily realisable securities which can be easily sold to meet funding commitments, if
necessary. The risk is taken into account by the Board when arriving at its valuation of these items.
Liquidity risk is mitigated by the fact that the Company has £1,276,000 (2024: £3,773,000) cash at bank and the assets
are readily realisable. As the Company is a closed end fund, assets do not need to be liquidated to meet redemptions, and
sufficient liquidity is maintained to meet obligations as they fall due.
The remaining contractual payments on the Company’s financial liabilities at 30 September 2025, based on the earliest date on
which payment can be required and current exchange rates at the Balance Sheet date, were as follows:
2025 2024
£’000 £’000
Amounts falling due within one year
Amounts due to brokers — 864
Trade creditors, accruals and other creditors 201 169
201 1,033
Credit Risk
Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its
contractual obligations.
The total credit exposure represents the carrying value of cash and receivable balances totals £1,830,000 (2024: £4,284,000).
The Company’s listed investments are held on its behalf by State Street Bank & Trust Company Limited acting as the Company’s
Custodian. Bankruptcy or insolvency may cause the Company’s rights with respect to securities held by the custodian to be
delayed. The Board monitors the Company’s risk by reviewing the Custodians internal control reports.
Credit risk is mitigated by diversifying the counterparties through which the AIFM conducts investment transactions. The credit
standing of all counterparties is reviewed periodically, with limits set on amounts due from any one counterparty. As at the
year-end, the cash balances were held with State Street Bank & Trust Company Limited, which holds a Aa1 credit rating. The
credit rating is taken from Moody’s.
Fair Values of Financial Assets and Financial Liabilities
Financial assets and financial liabilities are carried in the balance sheet as follows: investments at fair value; trade receivables,
prepayments and other debtors at amortised cost; and trade payables are measured at amortised cost. Russian investments are
valued at nil due to the Company being unable to realise value in the securties. Dividends are accounted on a receipts basis, but
are similarly valued at nil.
Valuation of Financial Instruments
The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in
making the measurements. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is
significant to the fair value measurement of the relevant assets as follows:
Level 1 — valued using quoted prices unadjusted in active markets for identical assets or liabilities.
Level 2 — valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices
included within Level 1.
Level 3 — valued by reference to valuation techniques using inputs that are not based on observable market data for the asset
orliability.
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
70
13. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
The tables below set out fair value measurements of financial assets and liabilities in accordance with the fair value hierarchy.
Financial assets at fair value through profit or loss at 30 September 2025:
Total
Level 1 Level 2 Level 3* 2025
£’000 £’000 £’000 £’000
Equity investments 101,997 — — 101,997
101,997 — — 101,997
* Russian stocks are included in Level 3 investments, but valued at nil.
Financial assets at fair value through profit or loss at 30 September 2024:
Total
Level 1 Level 2 Level 3 2022
£’000 £’000 £’000 £’000
Equity investments 80,082 — — 80,082
80,082 — — 80,082
14. RISK MANAGEMENT POLICIES AND PROCEDURES
Capital Management Policies and Procedures
The structure of the Company’s capital is described on page 32 and details of the Company’s reserves are shown in the
Statement of Changes in Equity on page 58.
The Company’s capital management objectives are:
• to ensure that it will be able to continue as a going concern;
• to achieve capital growth through a focused portfolio of investments; and
• to maximise the return to shareholders while maintaining a capital base to allow the Company to operate effectively and
meet obligations as they fall due.
The Board, with the assistance of the AIFM, regularly monitors and reviews the broad structure of the Company’s capital on an
ongoing basis. These reviews include:
• the level of gearing, which takes account of the Company’s position and the Investment Manager’s views on the market;
• the extent to which revenue in excess of that which is required to be distributed, should be retained. The Company’s
objectives, policies and processes for managing capital are unchanged from last year. The Company is subject to externally
imposed capital requirements:
• as a public company, the Company is required to have a minimum share capital of £50,000;
• in accordance with the provisions of Sections 832 and 833 of the Companies Act 2006, the Company, as an investment
company;
• is only able to make a dividend distribution to the extent that the assets of the Company are equal to at least one and a half
times its liabilities after the dividend payment has been made; and
• is required to make a dividend distribution each year and to ensure after year that it does not retain more than 15% of the
income that it derives from shares and securities.
These policies and procedures are unchanged since last year and the Company has complied with them at all times.
FINANCIAL STATEMENTS BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
71
15. RELATED PARTY DISCLOSURES AND TRANSACTIONS WITH THE AIFM
Details of the investment management fee charged by the AIFM are set out in note 3. Investment management fees charged in
the year were £678,000 (2024: £592,000) of which £63,000 (2024: £50,000) was outstanding at the year-end.
The ultimate holding company of the AIFM is Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfeld,
MA 01111-0001.
Fees paid to the Company’s Directors are disclosed in the Director’s Remuneration Report. At the year-end, there were no
outstanding fees payable to the Directors (2024: nil). The Directors are the only related party to the Company and their
remuneration and beneficial interest in Ordinary Shares are subject to external audit.
16. SUBSEQUENT EVENTS
General Meeting and Continuation Vote
On 21 October 2025, the Company held a General Meeting at which a Continuation Resolution was proposed and approved
by the required majority. The resolution received 66.84% of votes cast in favour and 33.16% against, representing 62.11%
of the issued share capital. While the resolution passed, a significant proportion of votes against were noted, the majority
of which were attributable to a single shareholder. The Board will report within six months of the General Meeting, on the
actions taken to further engage with shareholders. As a result of the Resolution being passed, the Board is implementing
a revised tender offer trigger mechanism, a more active use of share buybacks and an improved dividend policy. Further
information can be found on pages 6 and 23.
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 FINANCIAL STATEMENTS
72
OTHER INFORMATION BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Notice of Annual General Meeting
Notice is hereby given of the Annual General Meeting (the “AGM”
or the “Meeting”) of Barings Emerging EMEA Opportunities PLC
(the “Company”) which will be held on Thursday, 22 January
2026 at 10:00 a.m. at the offices of Barings Asset Management
Limited, 20 Old Bailey, London EC4M 7BF to consider the
followingbusiness.
Resolutions numbered 1 to 9 are proposed as Ordinary
Resolutions. Resolutions numbered 10 to 12 are proposed as
Special Resolutions.
Ordinary Resolutions
1. To receive the Company’s Annual Report and audited financial
statements for the year ended 30 September 2025.
2. To approve the Directors’ Remuneration Report for the year
ended 30 September 2025.
3. To declare a final dividend of 13.5 pence per Ordinary Share
of 10 pence each in the capital of the Company (“Ordinary
Share”) for the year ended 30 September 2025.
4. To re-elect Alastair Bruce as a Director of the Company.
5. To re-elect Vivien Gould as a Director of the Company.
6. To re-elect Christopher Granville as a Director of the
Company.
7. To re-appoint BDO LLP as Auditor of the Company to hold
office from the conclusion of this AGM until the conclusion
of the next Meeting at which the financial statements are laid
before the Company.
8. To authorise the Audit Committee to determine the
remuneration of the Auditor of the Company.
Authority to allot Ordinary Shares
9. THAT, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the
passing of this resolution, the Directors of the Company (the
“Directors”) 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 £116,200, (being approximately
10% of the issued share capital of the Company (excluding
treasury shares) as at 1 December 2025) generally from time to
time on such terms as the Directors may determine PROVIDED
THAT this authority shall, unless previously renewed, varied
or revoked by the Company in a General Meeting, expire at
the conclusion of the next annual general meeting of the
Company to be held in 2027 or 30 March 2027, whichever is
earlier, save that the Company may before such expiry make
one or more offers or agreements which would or might
require shares to be allotted or rights to subscribe for or
convert securities into shares to be granted after such expiry
and the Directors may allot shares 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
Authority to disapply pre-emption rights
10. THAT, subject to the passing of Resolution 9, and in
substitution for all subsisting authorities to the extent unused,
the Directors be generally empowered (pursuant to sections
570 and 573 of the Act) to allot Ordinary Shares in the capital
of the Company and to sell Ordinary Shares from treasury
for cash as if section 561 of the Act did not apply to any such
allotment or sale, provided that this power shall be limited
up to an aggregate nominal amount of £116,200 (being
approximately 10% of the Ordinary Shares in issue as at as at
1December 2025, excluding treasuryshares).
This power will expire at the conclusion of the Company’s
annual general meeting to be held in 2027 (unless previously
revoked, varied or renewed by the Company in general
meeting), or 30 March 2027, whichever is earlier, save that the
Company may, at any time prior to the expiry of such power,
make an offer or enter into an agreement which would or
might require Ordinary Shares to be allotted or sold from
treasury after the expiry of such power and the Directors may
allot or sell from treasury Ordinary Shares in pursuance of
such an offer or agreement as if such power had not expired.
Authority to repurchase the Company’s shares
11. THAT, the Company be and is hereby generally and
unconditionally authorised for the purpose of Section 701 of
the Companies Act 2006 (the “Act”) to make market purchases
(within the meaning of Section 693(4) of the Act) of Ordinary
Shares of 10 pence each in the capital of the Company,
provided that:
(a) the maximum number of Ordinary Shares which may be
purchased is 1,741,848 (being 14.99% of the Ordinary Shares
(excluding treasury shares) in issue as at as at 1December
2025, the latest practicable date of this Notice);
(b) the minimum price, exclusive of any expenses, which may
be paid for each Ordinary Share is 10 pence;
(c) the maximum price, exclusive of any expenses, which may
be paid for each Ordinary Share is an amount equal to the
higher of:
(i) 105% of the average of the mid-market values of the
Ordinary Shares for the five business days before the
purchase is made; and
(ii) the price of the last independent trade and the highest
current independent bid on the trading venue where the
purchase is carried out.
This authority shall expire at the conclusion of the Company’s
next annual general meeting to be held in 2027 or 30 March
2027, whichever is earlier (unless previously revoked, varied,
renewed or extended by the Company in general meeting),
save that the Company may, before such expiry, enter into a
contract to purchase Ordinary Shares which will or may be
executed wholly or partly after the expiry of such authority.
Authority to hold General Meetings
12. THAT a General Meeting (other than an annual general
meeting) of the Company may be called on not less than
14 clear days’ notice provided that this authority shall expire
at the conclusion of the next Annual General Meeting of
theCompany.
By Order of the Board
MUFG Corporate Governance Limited
Corporate Secretary
4 December 2025
Registered Office
19th Floor
51 Lime Street
London EC3M 7DQ
Registered Number: 04560726
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 OTHER INFORMATION
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OTHER INFORMATION BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Voting Arrangements for the Annual GeneralMeeting
1. A shareholder entitled to attend this Meeting may attend
the General Meeting in person or may appoint one or more
persons as their proxy to attend, speak and/or vote on their
behalf. A proxy need not be a shareholder of the Company.
If multiple proxies are appointed, they must not be
appointed in respect of the same shares. The appointment
of a proxy will not prevent a shareholder from attending
the General Meeting and voting in person if they so wish.
A shareholder present in person or by proxy shall have one
vote on a show of hands and on a poll every shareholder
present in person or by proxy shall have one vote for every
share of which he/she is the holder. To appoint more than
one proxy, a separate proxy appointment in relation to
each appointment should be completed, stating clearly in
relation to each appointment how many Ordinary Shares
the proxy is appointed in relation to. A failure to specify the
number of Ordinary Shares each proxy appointment relates
to or specifying an aggregate number of Ordinary Shares
in excess of those held by the shareholder will result in the
proxy appointment being invalid.
2. In the case of joint holders, the signature of only one of the
joint holders is required for the proxy appointment. If more
than one joint holder has signed or where more than one
joint holder purports to appoint a proxy, only the signature
of or the appointment submitted by the most senior holder
will be accepted to the exclusion of the other joint holders.
Seniority is determined by the order in which the names
of the joint holders appear in the Company’s register of
members in respect of the joint holding (the first named
being the mostsenior).
3. Only those shareholders registered on the register of
members of the Company by close of business on 20 January
2026. (or in the event that the meeting is adjourned, only
those shareholders registered on the register of members of
the Company as at close of business on the day which is two
days prior to the adjourned meeting (weekends and public
holidays excluded)) shall be entitled to attend in person or
by proxy and vote at the Meeting in respect of the number of
shares registered in their name at that time.
Changes to entries on the register of members after the
specified time shall be disregarded in determining the
rights of any person to attend or vote at the Meeting or, if
adjourned, at the adjourned Meeting.
4. Shareholders who hold their Ordinary Shares through
an investment platform or other nominee service, are
encouraged to contact their investment platform as soon as
possible to arrange for votes to be lodged on their behalf
Shareholders can appoint a proxy online at:
https://uk.investorcentre.mpms.mufg.com/.
Alternatively, Shareholders may request a hard copy
form of proxy directly from the Registrar by emailing
shareholderenquiries@cm.mpms.mufg.com.
In order to be valid, proxies must be lodged electronically
via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/ or completed
and returned, in accordance with the instructions thereon,
so as to be received by the Company’s Registrar, MUFG
Corporate Markets at PXS 1, Central Square, 29 Wellington
Street, Leeds, LS7 4DL as soon as possible, but in any event
by no later than 2:30 p.m. on 20 January 2026.
In order to appoint a proxy using the Investor Centre,
members will need their Investor Code, which they can
find on their share certificate. If you need help with voting
online, please contact the Registrar, MUFG Corporate
Markets, by emailing shareholderenquiries@cm.mpms.
mufg.com or on 0371 664 0300 if calling from the UK, or
+44 (0) 371 664 0300 if calling from outside of the UK. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the UK are charged at the applicable
international rate. MUFG Corporate Markets are open
between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding
public holidays in England and Wales.
5. Alternatively, Shareholders can vote electronically via the
Investor Centre, a free app for smartphone and tablet
provided by MUFG Corporate Markets (the company’s
registrar). The Investor Centre allows you to securely manage
and monitor your shareholdings in real time, take part in
online voting, keep your details up to date, access a range of
information including payment history and much more. The
app is available to download on both the Apple App Store
and Google Play, or by scanning the relevant QR code below.
Alternatively, you may access the Investor Centre via a web
browser at: https://uk.investorcentre.mpms.mufg.com/.
6. CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service may
do so for this meeting and any adjournment of it by following
the procedures described in the CREST Manual (available via
www.euroclear.com). CREST personal members or other
CREST-sponsored members, and those CREST members
who have appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf. In
order for a proxy appointment or instruction made by means
of CREST to be valid, the appropriate CREST message (a
“CREST Proxy Instruction”) must be properly authenticated in
accordance with Euroclear’s specifications and must contain
the information required for such instructions, as described
in the CREST Manual. The message, in order to be valid, must
be transmitted so as to be received by the Company’s agent
75
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 OTHER INFORMATION
ID RA10 by the latest time for receipt of proxy appointments
specified in note 4 above.
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
Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means. CREST members and, where applicable, their
CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in
CREST for any particularmessages.
Normal system timings and limitations will therefore apply
in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST members concerned to take
(or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
7. If you are an institutional investor, you may also be able to
appoint a proxy electronically via the Proxymity platform,
a process which has been agreed by the Company and
approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy
must be lodged by no later than 2:30 p.m. on 20 January
2026. in order to be considered valid or, if the meeting is
adjourned, by the time which is 48 hours before the time
of the adjourned meeting. Before you can appoint a proxy
via this process you will need to have agreed to Proxymity’s
associated terms and conditions. It is important that you
read these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy. An
electronic proxy appointment via the Proxymity platform may
be revoked completely by sending an authenticated message
via the platform instructing the removal of your proxy vote.
8. Unless otherwise indicated on Investor Centre, the form of
proxy, CREST voting, Proxymit , Investor Centre or any other
electronic voting channel instruction, the proxy will vote as
they think fit or, at their discretion, withhold from voting.
9. Any question relevant to the business of the Meeting may
be asked at the Meeting by anyone permitted to speak at
theMeeting.
10. In accordance with Section 319A of the Companies Act
2006, the Company must cause any question relating to the
business being dealt with at the Meeting put by a shareholder
attending the Meeting to be answered. No such answer need
be given if:
(a) to do so would:
10.1 interfere unduly with the preparation for the Meeting,
or
10.2 involve the disclosure of confidential information; (b)
the answer has already been given on a website in the
form of an answer to a question; or (c) it is undesirable
in the interests of the Company or the good order of
the Meeting that the question be answered.
11. A person to whom the notice of Meeting is sent who is a
person nominated under Section 146 of the Companies Act
2006 to enjoy information rights (a “Nominated Person”)
may, under an agreement between him/ her and the
shareholder by whom he/she was nominated, have a right to
be appointed (or to haveomeone else appointed) as a proxy
for the Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions
to the shareholder as to the exercise of voting rights. The
statements of the rights of shareholders in relation to the
appointment of proxies in notes 1 to 4 above do not apply to
a Nominated Person. The rights described in those notes can
only be exercised by registered shareholders of theCompany.
12
. As at 1 December 2025, being the last practicable date prior
to the publication of this Notice, the Company’s issued share
capital consisted of 14,938,275 Ordinary Shares and the
Company held 3,318,207 Ordinary Shares in treasury within
the meaning of the Act. Therefore, the total voting rights in
the Company as at 1 December 2025 were 11,620,068.
13. A shareholder that is a corporation can only attend and vote
at the meeting in person through one or more representatives
appointed in accordance with Section 323 of the Companies
Act 2006, as amended. Any such representative should bring
to the Meeting written evidence of their appointment, such
as a certified copy of a board resolution, or a letter from,
the corporation concerned confirming the appointment. A
person authorised by a corporation is entitled to exercise
(on behalf of the corporation) the same powers as the
corporation could exercise if it were an individual shareholder
of the Company. On a vote on a resolution by a show of
hands, each authorised person has the same voting rights
as the corporation would be entitled to. On a vote on a
resolution on a poll, if more than one authorised person
seeks to exercise a power in respect of the same shares, if
they purport to exercise the power in the same way as each
other, the power is treated as exercised in that way; and if
they do not purport to exercise the power in the same way as
each other, the power is treated as not exercised.
14. A copy of the notice of the Meeting, including these
explanatory notes and other information required by
Section 311A of the Companies Act 2006, is included on the
Company’s website at www.bemoplc.com.
15. You may not use any electronic address provided in this
Notice of Meeting to communicate with the Company for any
purpose other than those expressly stated.
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OTHER INFORMATION BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Explanatory Notes to the Resolutions
Ordinary Resolutions
Resolution 1: to receive the Annual Report
For each financial year, the Directors must present the Annual
Report to shareholders at a Meeting.
Resolution 2: to receive the Directors’ Remuneration Report
This resolution is an advisory vote to approve the Directors’
Remuneration Report. The report concerns the implementation
of the Company’s Directors’ Remuneration Policy. The Directors’
Remuneration Report can be found on pages 45 to 48 of the
Annual Report for the year ended 30 September 2025.
Resolution 3: to approve a final dividend
This resolution is to approve a final dividend for the year ended
30September 2025 in the sum of 13.5 pence per Ordinary Share.
Resolutions 4 to 6: to re-elect Directors
In accordance with the policy adopted by the Board, all Directors
retire annually and seek election or re-election. Considering
each individual’s professional characteristics, behaviour and
contribution, the Board has determined that the Directors
continue to perform effectively and demonstrate commitment to
their role. The Board therefore believes that it is in the best interests
of the shareholders that each Director is re-elected. Biographies of
the Directors can be found on page 29 of the Annual Report.
Resolutions 7 and 8: appointment of Auditor and authorisation
of Auditors’ remuneration
The Company is required to appoint auditors at every Meeting
at which accounts are presented to shareholders. BDO LLP has
indicated that it is willing to continue as the Company’s Auditor
for a further year. The Audit Committee has reviewed BDO LLP’s
effectiveness and the effectiveness of the audit process and
recommends its re-appointment. You are asked to authorise
the Audit Committee to re-appoint BDO LLP and, in line with
normal practice, to authorise the Audit Committee to determine
itsremuneration.
Resolution 9: authority to allot Ordinary Shares
Under this resolution, approval is sought to give the Board the
authority to allot Ordinary Shares or grant rights to subscribe for
or convert any securities into Ordinary Shares up to an aggregate
nominal amount equal to £116,220 (representing 1,162,006
Ordinary Shares of 10 pence each). This amount represents
approximately 10% of the issued Ordinary Share capital
(excluding treasury shares) of the Company as at 1 December
2025, being the latest practicable date prior to publication of
the notice of meeting (the “Notice”). As at the date of the Notice,
3,318,207 Ordinary Shares are held by the Company in treasury,
representing 22.21% of the issued share capital (excluding
treasury shares).
The Directors do not intend to allot Ordinary Shares pursuant to
this power other than to take advantage of opportunities in the
market as they arise and only if they believe it is advantageous to
the Company’s existing shareholders to do so.
Special Resolutions
Resolution 10: authority to disapply pre-emption rights
This resolution will, if passed, give the Directors power to
disapply pre-emption rights in respect of any new Ordinary
Shares issued under the authority provided by Resolution9.
Section 561 of the Act gives all shareholders the right to
participate on a pro rata basis in all issues of equity securities for
cash, unless they agree that this right should be disapplied.
If the Directors wish to exercise the authority under Resolution9
and offer shares for cash, the Act requires that, unless
shareholders have given specific authority for the waiver of
their statutory pre-emption rights by way of special resolution,
the new shares should be offered first to existing shareholders
in proportion to their existing shareholdings. In certain
circumstances, it may be in the best interests of the Company
to allot shares (or to grant rights over shares) for cash without
first offering them to existing shareholders in proportion to
theirholdings.
Resolution 10, proposed as a Special Resolution, would authorise
the Directors to disapply the strict statutory pre¬emption
provisions. This would provide the Directors with a degree of
flexibility to act in the best interests of the Company so that:
(i) the Company can follow normal practice in the event of
a rights issue, open offer or other offer of securities in
favour of the existing shareholders in proportion to their
shareholdings; and
(ii) a limited number of shares may be issued for cash to persons
other than existing shareholders in compliance with the
Investment Association guidelines.
Resolution 10, will give the Directors authority to allot shares in
the capital of the Company (pursuant to the authority granted
under Resolution 9) for cash or to sell shares from treasury for
cash without first offering such shares to existing shareholders in
proportion to their existing shareholdings – up to a maximum of
10% of the Company’s issued share capital (excluding shares held
in treasury). The maximum nominal value of equity securities
which could be allotted if the authority were to be used would
be £116,220.
This authority will only be used to issue shares or sell shares
from treasury at a premium to net asset value and only when
the Directors believe that it would be in the best interests of the
Company to do so.
The Directors do not have any present intention to exercise
the authority relating to disapplication of pre-emption rights,
however the Directors consider it is appropriate for them to seek
the flexibility that this authority provides, and that the authority
sought in Resolution 12 is in the best interests of the Company
and its members as a whole. If given, this authority will expire
on the conclusion of the annual general meeting in 2027 or on
30March 2027, whichever is the earlier.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 OTHER INFORMATION
Resolution 11: authority to repurchase the Company’s shares
At the Annual General Meeting held on 25 January 2025,
shareholders renewed the Directors’ authority to buy back
up to 14.99% of the Company’s Ordinary Shares. Pursuant to
this authority, a total of 176,834 shares were purchased and
cancelled during the year under review. This represented 0.64%
of the issued share capital at 30September 2025. The total cost
amounted to £1,340,577.12. In the period since the Company’s
year-end on 30 September 2025 to the latest practical date
before signing these accounts, being 1 December 2025, a further
101,973 shares have been bought back at a cost of £808,755.27.
The Board proposes that the Company should be given renewed
authority to purchase Ordinary Shares in the market either for
cancellation or to be held, sold, transferred or otherwise dealt
with as treasury shares in accordance with the Companies Act.
The Directors consider that the renewal of this authority is in
the best interests of shareholders as a whole as the repurchase
of Ordinary Shares at a discount to their net asset value (“NAV”)
would provide an uplift to the underlying NAV of the remaining
Ordinary Shares. Accordingly, a special resolution will be
proposed at the AGM to authorise the Company to make market
purchases of up to 14.99% of the Ordinary Shares in issue
(excluding treasury shares), equivalent to 1,741,848 Ordinary
Shares as at 1 December 2025, being the latest practicable date
prior to publication of the Notice. In accordance with the Listing
Rules, this is the maximum percentage of its equity share capital
that a company may purchase through the market pursuant to
suchauthority.
The Directors intend to use the authority granted by this
resolution as a method of returning value to shareholders
and believe that it is advantageous for the Company to have
this flexibility. The Directors will exercise this authority only if
they are satisfied that a purchase would be in the interests of
shareholders generally. Purchases of shares will be made within
guidelines set from time to time by the Board and will only be
made in the market at prices below the prevailing NAV, and, in
any event, not below a minimum price of 10 pence per Ordinary
Share. The methodology for calculating the maximum price is
stated in the resolution.
The authority for the Company to purchase its own Ordinary
Shares will, by virtue of the Treasury Share Regulations 2003 and
the Companies (Share Capital and Acquisition by a Company of
its Own Shares) Regulations 2009, allow the Company to hold
Ordinary Shares so purchased in treasury, which the Company
may sometimes use as an alternative to immediate cancellation.
Any exercise by the Company of the authority to purchase
shares will occur only when market conditions are appropriate.
Purchases will be funded either by using available cash
resources, debt or by selling investments.
This authority shall expire at the earlier of the conclusion of the
annual general meeting in 2027 or 30 March 2027, unless such
authority has been renewed prior to such time.
Resolution 12: notice period for General Meetings
This resolution will give the Directors the ability to convene
General Meetings, other than annual general meetings, on a
minimum of 14 clear days’ notice. The minimum notice period
for Annual General Meetings will remain at 21 clear days. If
given, this authority will expire at the conclusion of the annual
general meeting to be held in 2027. The Company will have to
offer facilities for all shareholders to vote by electronic means
for any General Meeting convened on 14 clear days’ notice.
The Directors will only call a General Meeting on 14 clear
days’ notice where they consider it to be in the interests of
shareholders to do so and the relevant matter is required to be
dealt withexpediently.
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OTHER INFORMATION BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
The Alternative Investment Fund Manager
Baring Fund Managers Limited (the “AIFM”), authorised by
the Financial Conduct Authority as an Alternative Investment
Fund Manager, under the Alternative Investment Fund
Managers Directive (“AIFMD”), is the appointed AIFM to
theCompany.
AIFMD Disclosures
Pre-investment Disclosures
The AIFM and the Company are required to make certain
disclosures available to investors in accordance with the
AIFD. Those disclosures that are required to be made pre-
investment can be found on the Company’s website www.
bemoplc.com by selecting “Portfolio & Literature” followed
by “Literature” and “Corporate Documents”. The document is
titled “Pre Investment Disclosure”.
Leverage Disclosure
For the purposes of this disclosure, leverage is any method
by which the Company’s exposure is increased, whether
through borrowing cash or securities, or leverage embedded
in contracts for difference or by any other means. The AIFMD
requires that each leverage ratio be expressed as the ratio
between a Company’s exposure and its NAV, and prescribes
two required methodologies, the Gross Methodology and
the Commitment Methodology (as set out in AIFMD Level 2
Implementation Guidance), for calculating suchexposure.
Using the methodologies prescribed under the AIFMD,
the leverage ratios of the Company calculated on a Gross
Basis was 98% and on a Commitment Basis was 100% as at
30September 2025.
Remuneration Policy
The Manager’s Remuneration Policy ensures the remuneration
arrangements, as defined in the FCA’s rules for UCITS and
AIFsare:
(i) Consistent with and promote sound and effective risk
management and do not encourage risk-taking which is
inconsistent with the risk profile, rules or instruments of
incorporation of the Manager or the Company; and
(ii) Consistent with the Manager’s business strategy, objectives,
values and interests and includes measures to avoid
conflicts of interest.
The Manager is subject to the FCA’s UCITS and AIFM
Remuneration Codes (SYSC 19B and 19E) and complies
with the remuneration principles in a way and to the extent
appropriate to its size and business.
Remuneration Committee
Due to the size and nature of the Manager, the Board of
Directors considers it appropriate to dis-apply the requirement
to appoint a remuneration committee.
The Manager is part of the Barings Europe Limited (UK) group of
companies (“Barings”) which is governed by the Remuneration
Panel and the Barings LLC Human Resources Committee. These
bodies ensure the fair and proportionate application of the
remuneration rules and ensures that potential conflicts arising
from remuneration are managed and mitigated appropriately.
Remuneration Code Staff
The Manager has determined its Remuneration Code Staff as the
following:
1. Senior Management
Senior Management comprises the Board of Directors, all SMFs
and all members of the European Management Team (“EMT”).
All control functions detailed in section 2 below are also senior
managers.
2. Control Functions
The Manager’s control functions include the Heads of Risk,
Compliance, Legal, Operations, Internal Audit, HR and Finance
along with other heads of department in the Executive
Committee and the Money Laundering Reporting Officer.
3. Risk Takers
Risk Takers are defined as the Investment Managers of the
Company. Investment Managers do not work for the Manager
directly as the Manager delegates portfolio management to
BAML. Accordingly, the Manager currently has no risk takers
outside of senior management.
BAML is as a MIFIDPRU firm and subject to the Investment Firms
Prudential Regime (“IFPR”) which has equivalent remuneration
rules.
4. Employees in the same remuneration bracket as risk takers
The Manager will not treat a person as Remuneration Code Staff
if a person’s professional activities do not have a material impact
on the risk profiles of the firm or the Company. Accordingly, the
Manager currently has no staff in this category.
5. Staff responsible for heading the investment
management, administration, marketing and human
resources
To the extent that the Manager’s staff fall within this category,
they are also control function staff falling within (2) above.
Remuneration Disclosure
The disclosure on the next page details fixed and variable
remuneration paid to BFM staff and BFM Remuneration Code
Staff (for the financial year-end 30 September 2025).
AIFMD Disclosures
unaudited
79
BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 OTHER INFORMATION
Number of
beneficiaries Total Remuneration
Total Fixed
Remuneration
Total Variable
remuneration
Total remuneration paid by BFM in
relation to the Company*
16 £37,801 £6,775 £31,026
Total Senior Management Remuneration
paid by BFM**
16 £432,416 £77,504 £354,912
Risk Takers remuneration — — — —
Employees in the same remuneration
bracket as risk takers
— — — —
Carried interest paid by the Company — — — —
The Manager’s Remuneration Policy is reviewed annually
both in respect of the general principles it contains and its
own implementation. No material changes have been made
throughout the year or as a result of the review; no irregularities
were identified.
The above disclosures are made in line with Barings’ interpretation
of currently available regulatory guidance on quantitative
remuneration disclosures. As market or regulatory practice
develops, Barings may consider it appropriate to make changes
to the way in which quantitative remuneration disclosures are
calculated. Where such changes are made, this may result in
disclosures in relation to the Company not being comparable to
the disclosures made in the prior year, or in relation to other Barings
disclosures in that same year.
Notes:
* The Manager does not make any direct payments to staff,
who are paid by other Barings Group entities. Figures shown
are apportioned on a Company AUM basis as a proportion
of Barings total AUM as at 30 September 2025. Accordingly,
the figures are not representative of any individual’s actual
remuneration.
** Senior management remuneration is apportioned on the basis
of the Manager’s total AUM as a proportion of Barings total AUM.
Variable remuneration consists of Short Term Incentive awards,
Long Term Incentive awards and any other variable payments
including benefits in kind and discretionary pension awards.
The Company does not pay performance fees.
There has been no award of carry interest in the period.
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OTHER INFORMATION BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Glossary
unaudited
AIFM
The AIFM, or Alternative Investment Fund Manager, is Baring
Fund Managers Limited, which manages the portfolio on
behalf of the Company’s shareholders. The AIFM has delegated
the investment management of the portfolio to Baring Asset
Management Limited (the “Investment Manager”).
Alternative performance measures (“APM”)
An APM is a numerical measure of the Company’s current,
historical or future financial performance, financial position or
cash flows, other than a financial measure defined or specified
in the applicable financial framework. In selecting these APMs,
the Directors considered the key objectives and expectations of
typical investors in an investment trust such as the Company.
Benchmark
The Company’s Benchmark is the MSCI Emerging Markets EMEA
Index. This Index is designed to measure the performance of
large and midcap companies across 11 Emerging Markets (“EM”)
countries in Europe, the Middle East and Africa (“EMEA”). This
includes, Czech Republic, Egypt, Greece, Hungary, Kuwait,
Poland, Qatar, Saudi Arabia, South Africa, Turkey and United Arab
Emirates. With 148 constituents, the Index covers approximately
85% of the free float-adjusted market capitalisation in each
country. The Benchmark is an Index against which the
performance of the Company may be compared. This is an
indicative performance measure as the overall investment
objectives of the Company differ from the Index and the
investments of the Company are not aligned to this Index.
Prior to 16 November 2020, the Benchmark was the MSCI EM
Europe 10/40 Index.
Cumulative performance (APM)
The cumulative performance measures take account of the
investment movement and income. The dividends distributed
by the Company are deemed to be reinvested in the Company
at the prevailing NAV or Share Price for the purpose of the
calculation. The calculation for the year is set out in NAV Total
Return and Share Price Total Return within the Glossary.
The cumulative performance in the graph on page 3
demonstrates the performance over five years commencing
from a base point of 100%. With capital growth and income plus
dividends reinvested tracks the cumulative performance of NAV,
Share Price and Benchmark over the five year period.
Discount/Premium (APM)
If the share price is lower than the NAV per share, the shares
are trading at a discount. The size of the discount is calculated
by subtracting the share price of 795.0p (2024: 555.0) from the
NAV per share of 884.0p (2024: 706.4p) and is usually expressed
as a percentage of the NAV per share, 10.1% (2024: 21.4%). If
the share price is higher than the NAV per share, it is said to be
trading at apremium.
Dividend Pay-out Ratio (APM)
The ratio of the total amount of dividends paid out to
shareholders relative to the net income of the Company.
Calculated by dividing the Dividends Paid by Net Income.
Dividend Reinvested Basis
Applicable to the calculation of return, this calculates the return
by taking any dividends generated over the relevant period
and reinvesting the proceeds to purchase new shares and
compoundreturns.
Dividend Yield (APM)
The annual dividend expressed as a percentage of the current
market price.
DTR 4
Disclosure and Transparency Guidance Rule 4. Part of the FCA
Handbook. This covers the responsibilities of Directors in the
preparation and content of financial reports.
EMEA
The definition of EMEA is a short hand designation meaning
Europe, the Middle East and Africa. The acronym is used by
institutions and governments, as well as in marketing and
business when referring to this region.
Emerging Markets
An emerging market economy is a developing nation that
is becoming more engaged with global markets as it grows.
Countries classified as emerging market economies are
those with some, but not all, of the characteristics of a
developedmarket.
Environmental, Social and Governance (“ESG”)
ESG (environmental, social and governance) is a term used in
capital markets and used by investors to evaluate corporate
behaviour and to determine the future financial performance of
companies. The Company will evaluate investments in investee
companies considering:
• environmental criteria considering how the Company performs
as a steward of nature;
• social criteria examine how the Company manages
relationships with employees, suppliers, customers, and
communities; and
• governance deals with the Company’s leadership, executive
pay, audits, internal controls, and shareholder rights.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 OTHER INFORMATION
Frontier Markets
A frontier market is a country that is more established than the
least developed countries globally but still less established than
the emerging markets because its economy is too small, carries
too much inherent risk, or its markets are too illiquid to be
considered an emerging market.
Gearing (APM)
Gearing refers to the ratio of the Company’s debt to its equity
capital. The Company may borrow money to invest in additional
investments for its portfolio. If the Company’s assets grow, the
shareholders’ assets grow proportionately more because the
debt remains the same. But if the value of the Company’s assets
fall, the situation is reversed. Gearing can therefore enhance
performance in a rising market, but can adversely impact
performance in falling markets.
The Company currently does not have any bank loans.
For the purposes of AIFMD, the Company is required to disclose
the leverage. Leverage is any method which increases the
Company’s exposure, including the borrowing of cash and use
of derivatives. It is expressed as a ratio between the Company’s
exposure and its net asset value and is calculated under the
Gross and Commitment Methods in accordance with AIFMD.
Under the Gross Method, exposure represents the aggregate
of all the Company’s exposures other than cash balances held
in base currency and without any offsetting. Investments (A)
divided by total shareholders’ funds (B).
Gross method = 98% (A = £101,997,000 / B = £103,626,000) x 100
The Commitment Method takes into account hedging and other
netting arrangements designed to limit risk, offsetting them
against the underlying exposure. Investments (A) plus current
assets (C) divided by total shareholders’ funds (B).
Commitment method = 100% ( (A = £101,997,000) + (C = Cash
£1,276,000 + Debtor £554,000) / B = £103,626,000) x 100
Global Depositary Receipt (“GDR”)
A Global Depositary Receipt (“GDR”) is a negotiable financial
instrument issued by a depositary bank. It represents shares in
a foreign investee company and trades on a stock exchange
such as London or Amsterdam in addition to its primary listing.
It enables the investor of the GDR to receive the risks and
rewards of ownership with receipt of income received through
the depositary bank GDR. This reduces the risk of trading
across borders with the associated custody and transaction
costs. The investee company is able to raise capital in their own
local market and on various foreign stock exchanges via the
GDRlisting.
Gross Assets
Total of all the Company’s investments and current assets.
Growth at a Reasonable Price (“GARP”) Investing
GARP investing includes elements of growth and value
investing, focusing on companies which have sustainable
growth potential but do not demand a high valuation premium.
Idiosyncratic Risk
Idiosyncratic or “specific risk” is a risk that is particular to an
individual asset, such as a company.
Net Assets
Net assets are the total value of all the Company’s total assets
less all liabilities. Net assets is equivalent to shareholders’ funds.
Net Asset Value (“NAV”)
The NAV is shareholders’ funds expressed as an amount per
individual Ordinary Share. Shareholders’ funds are the total
value of all the Company’s assets, at current market value,
having deducted all liabilities revalued for exchange rate
movements. The total NAV per Ordinary Share is calculated
by dividing the shareholders’ funds of £103,626,000 by the
number of Ordinary Shares in issue excluding treasury shares
of 11,722,041.
Ongoing Charges Ratio (APM)
The Ongoing Charges Ratio (”OCR”) is a measure of what it
costs to cover the cost of running the fund. The Company’s
OCR is its annualised expenses (excluding finance costs and
certain non-recurring items) of £1,465,000 being investment
management fees of £678,000 and other expenses of £787,000
less non-recurring expenses of £6,000 expressed as a
percentage of the average net assets of £90,911,721 during the
year as disclosed to the London Stock Exchange. The OCR for
2025 is 1.6%.
Relative Returns
Relative return is the difference between investment return and
the return of a benchmark.
Repurchase of Ordinary Shares
The Company may repurchase its own shares, reducing the
freely traded shares ranking for dividends and enhancing returns
and earnings per Ordinary Share to the remaining shareholders.
When the Company repurchases its shares, it does so at a total
cost below the prevailing NAV per share. These shares may be
cancelled or held in Treasury.
Return on Equity (APM)
Return on equity (“ROE”) is a measure of financial performance
calculated by dividing net income by shareholders’ equity.
Because shareholders’ equity is equal to a company’s assets
minus its debt, ROE could be thought of as the return on net
assets. This measure is used to understand how effectively
management is using a company’s assets to create profits.
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OTHER INFORMATION BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Revenue and Capital Return per Ordinary Share
(APM)
Revenue earnings per Ordinary Share is calculated by dividing
revenue return for the year of £2,106,000 by the weighted
average of Ordinary Shares (excluding shares in issue) during the
year 11,782,462 Capital return per Ordinary Share is calculated
by dividing capital return for the year of £20,904,000 by the
weighted average of Ordinary Shares (excluding shares in issue)
during the year 11,782,462.
The calculations are set out in note 8.
Risk-adjusted Returns
Risk-adjusted return refines an investment’s return by measuring
how much risk is involved in producing that return.
Share Price
The price of a single share of a company. The share price is the
highest amount someone is willing to pay for the stock, or the
lowest amount that it can be bought for.
Systematic Risk
Systematic risk or “market risk” is the risk inherent to the entire
market or market segment, not just a stock or industry.
Total Assets
Total assets include investments, cash, current assets and all other
assets. An asset is an economic resource, being anything tangible
or intangible that can be owned or controlled to produce positive
economic value.
Total Return (APM)
Total return statistics enable the investor to make performance
comparisons between investment trusts with different dividend
policies. The total return measures the combined effect of any
dividends paid, together with the rise or fall in the share price or
NAV. This is calculated by the movement in the NAV or share price
plus dividend income reinvested by the Company at the prevailing
NAV or share price.
NAV Total Return (APM)
NAV Total Return is calculated by assuming that dividends paid
out are reinvested into the NAV on the ex-dividend date.
30 September 2025
Closing NAV per share (p) 884.03
Add back total dividends paid in the
year ended 30 September 2025 (p)
18.50
Benefits from reinvesting dividend (p) 3.78
Adjusted closing NAV (p) 906.31
Opening NAV per share (p) 706.40
NAV total return (%) 28.30
Share Price Total Return (APM)
Share price total return is calculated by assuming dividends paid
out are reinvested into new shares on the ex-dividend date.
30 September 2025
Closing share price (p) 795.00
Add back total dividends paid in the
year ended 30 September 2025 (p)
18.50
Benefits from reinvesting dividend (p) 5.68
Adjusted closing share price (p) 819.18
Opening share price (p) 555.00
Share price total return (%) 47.60
Treasury Shares
When a share is bought back it may be cancelled immediately or
held (at zero value) as a Treasury Share. Shares that are held in
treasury can be reissued for cash at minimal cost. The Company
will only reissue shares from treasury at a price at or above the
prevailing NAV per share. The shares are excluded from the
Revenue and Capital return per Ordinary Share. These shares do
not pay dividends, have no voting rights and are not included in
a company’s total issued share capital amount for calculating
percentage ownership.
Weighted Average Shares (APM)
The weighted average shares outstanding is calculated by
multiplying the outstanding number of shares after each share
issue and buy back of shares during the year with the time
weighted portion. The total of the weighted average of shares in
issue excluding treasury shares during the year is 11,782,462.
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BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025 OTHER INFORMATION
Directors
Frances Daley, Chairman
Alastair Bruce
Vivien Gould
Christopher Granville
Registered Office
19th Floor
51 Lime Street
London EC3M 7DQ
Company Secretary
MUFG Corporate Governance Limited
19th Floor
51 Lime Street
London EC3M 7DQ
Company Number
04560726
Alternative Investment Fund Manager
Baring Fund Managers Limited
20 Old Bailey
London EC4M 7BF
Telephone: 020 7628 6000
Facsimile: 020 7638 7928
Auditor
BDO LLP
55 Baker Street
Marylebone
London W1U 7EU
Depositary
State Street Trustees Limited
20 Churchill Place
Canary Wharf
London E14 5HJ
Custodian
State Street Bank & Trust Company Limited
20 Churchill Place
Canary Wharf
London E14 5HJ
Administrator
Waystone Administration Solutions (UK) Limited
Broadwalk House
Southernhay
Exeter EX14 1TS
Registrar
MUFG Corporate Markets
19th Floor
51 Lime Street
London EC3M 7DQ
Corporate Broker
JP Morgan Cazenove
25 Bank Street
Floor 29
Canary Wharf
London E14 5JP
Website
www.bemoplc.com
Directors and Officers
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OTHER INFORMATION BARINGS EMERGING EMEA OPPORTUNITIES PLC ANNUAL REPORT 2025
Shareholder Information
Company Number
04560726
ISIN
GB0032273343
LEI
213800HLE2UOSVAP2Y69
SEDOL
3227334
Share Dealing
Shares can be traded through your usual stockbroker.
Share Register Enquiries
The register for the Ordinary Shares is maintained by Link Group.
In the event of queries regarding your holding, please contact
the Registrar on 0371 664 0300 or on +44 (0)371 664 0300, UK
Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 09:00 -
17:30, Monday to Friday excluding public holidays in England
and Wales. You can also contact the Registrar by email at
shareholderenquiries@cm.mpms.mufg.com.
Changes of name and/or address must be notified in writing
to the Registrar: MUFG Corporate Markets, Central Square,
29Wellington Street, Leeds LS1 4DL.
NAV Information
The Company releases its NAV per share daily to the LSE.
Share Price
The Company’s shares are listed on the LSE.
Annual and Half Year Reports
Copies of the Annual and Half Year Reports are available on the
Company’s website, www.bemoplc.com, or from the Company
Secretary on telephone number: 0333 300 1932.
Financial Calendar
Date*
Annual General Meeting 22 January 2026
Final dividend payment date 6 February 2026
Announcement of interim results June 2026
Interim dividend July 2026
* These dates are provisional and subject to change.
85
Baring Fund Managers Limited
20 Old Bailey
London EC4M 7BF
Telephone: 020 7628 6000
(Authorised and regulated by the Financial Conduct Authority)
www.barings.com
ISIN GB0032273343
Registered in England and Wales no: 02915887
Registered office as above.