National Storage Mechanism | Additional information

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS, OR IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.

12 August 2025

AVI Japan Opportunity Trust plc

("AJOT" or the "Company")

Rollover from Fidelity Japan Trust Plc ("FJV")

The Boards of AJOT and FJV are pleased to confirm that non-binding heads of terms have been agreed for the proposed rollover of the assets of FJV into AJOT.

The proposed combination will be undertaken through a scheme of reconstruction of FJV under section 110 of the Insolvency Act 1986 (the "Scheme" or "Transaction"), under which FJV shareholders will be entitled to elect to receive either: i) new shares in AJOT (the default option) (the "AJOT Rollover Option"); or ii) a cash exit, which will be limited to 50% of FJV shares in issue (excluding treasury shares), at a 1% discount to formula asset value ("FAV") per share (the "Cash Option").

Asset Value Investors ("AVI") will continue to manage the enlarged AJOT portfolio in accordance with AJOT's existing investment objective and investment policy.

The Transaction is supported by FJV's largest shareholder, City of London Investment Management, which holds approximately 23.2% of FJV's issued share capital (excluding treasury shares).

Benefits of the Transaction

The Transaction is expected to result in the following substantial benefits for both AJOT shareholders and FJV shareholders rolling over into AJOT:

· Continued attractive exposure to Japanese equities : AJOT has a clearly defined investment philosophy which seeks to exploit material undervaluation amongst Japanese equities via careful stock selection and active engagement with management, boards and other stakeholders. AJOT is, therefore, well-positioned to profit from the ongoing corporate governance reform in Japan.

· Strong investment performance track record : since its inception AJOT has delivered strong performance driven by structural change in Japan, with a net asset value ("NAV") total return of 102%, materially in excess of the 41% recorded for the MSCI Japan Small Cap Index and 53% recorded for the TOPIX index. Over this period, AJOT has been one of the top performing funds in the Japan Smaller Companies sector (as well as against all eight remaining Japanese investment trusts).

· Scale : a combination of AJOT and FJV should result in both sets of shareholders benefiting from a more liquid, larger fund, targeting attractive investment opportunities in Japanese equities. The enlarged AJOT is also expected to have increased capability to take influential positions in companies where AVI has identified a significant opportunity to unlock value through AVI's active engagement, in line with AJOT's existing investment strategy. Assuming full take up of the Cash Option, the enlarged AJOT is expected to have net assets in excess of £370 million.

· Improved share rating : potential for material uplift in the market value for FJV shareholders due to the narrower discount to NAV at which AJOT's shares traded compared with FJV shares. Since AJOT's IPO on 23 October 2018 to 7 August 2025, the latest practicable date ahead of this announcement, AJOT's shares have traded at an average discount of 0.18% to NAV versus 9.24% average discount to NAV for FJV.

· Discount control mechanisms : AJOT already has in place discount control mechanisms including AJOT's uncapped annual realisation opportunity. It is intended that the Transaction will complete in time to enable FJV shareholders who roll over into AJOT to participate in the next opportunity in Q4 2025.

· Reduced management fee : subject to completion of the Scheme, AVI has agreed to reduce its management fee from 1% per annum (based on the lower of market capitalisation or NAV) to a tiered structure on assets above £300 million. Additionally, 25% of the fee will continue to be reinvested by AVI into AJOT shares.

Tier (lower of market capitalisation or NAV)	Annual management fee
Less than £300 million	1.0%
£300 million to £350 million	0.95%
Greater than £350 million	0.90%

· Cost Contributions : the costs of the Transaction will be mitigated for the benefit of both existing AJOT and FJV shareholders rolling over into AJOT through the Cost Contributions, as further described below.

The Scheme

The Scheme will be implemented through a scheme of reconstruction of FJV under section 110 of the Insolvency Act 1986. This will result in the voluntary liquidation of FJV and the transfer of certain of FJV's assets to AJOT in consideration for the issue of new ordinary shares of AJOT (the "New AJOT Shares") to FJV shareholders who elect (or are deemed to elect) for the AJOT Rollover Option.

New AJOT Shares will be issued as the default option under the Scheme in the event that FJV shareholders do not make a valid election under the Scheme or only elect for the Cash Option in respect of a proportion of their FJV shares, or to the extent elections for the Cash Option are scaled back as a result of the Cash Option being oversubscribed.

The number of New AJOT Shares issued to FJV shareholders will be determined on a FAV-to-FAV basis which will be outlined in further detail in the Scheme document to follow.

In accordance with customary practice for such transactions involving investment trusts, the City Code on Takeovers and Mergers is not expected to apply to the Scheme. The Scheme will be subject, amongst other things, to the formal approvals of the FJV shareholders and AJOT shareholders, as well as necessary regulatory approval and tax clearances. Shareholders do not need to take any action at this time.

Under the agreed heads of terms, FJV's unquoted assets held immediately prior to the effective date of the Scheme will, subject to any consents required, be transferred to AJOT at the Scheme effective date and that the majority of the remaining other FJV assets will be realised (and held in cash and cash-equivalent investments) ahead of the Scheme effective date. Assuming full take up of the Cash Option, it is expected that the unquoted assets would comprise less than 5% of AJOT's enlarged NAV on completion of the Transaction.

As mentioned above, FJV shareholders will have the option to elect for the Cash Option as part of the Transaction. The Cash Option will be priced at a 1% discount to FAV per share (the "Cash Option Discount") as at a calculation date to be agreed by AJOT and FJV less the further costs of any realisations of assets allocated into the Cash Option pool, and limited to 50% of the FJV shares in issue (excluding treasury shares).

The Cost Contributions

The Cash Option Discount is to be allocated to the AJOT Rollover Pool (being the interests of FJV shareholders rolling over their shareholdings in FJV into the enlarged AJOT) and AJOT respectively, based on the size of the elections and deemed elections for the AJOT Rollover Pool as further described in the Scheme document to follow, to provide an uplift to the AJOT Rollover Pool's and AJOT's respective NAVs.

In the event that the AJOT Rollover Pool's share of the FJV Scheme costs and investment management agreement termination costs (subject to an overall cap of £1 million in total) are not fully covered by the Cash Option Discount (the "Shortfall"), AVI will contribute to the Shortfall up to this £1 million cap.

In the event that the Transaction is aborted, each party shall bear its own costs.

AJOT Annual Realisation Opportunity

Forming part of AJOT's discount control mechanisms, AJOT shareholders have the ability to realise on an annual basis, some, or all of their shares in AJOT. In 2024, this was undertaken through an uncapped tender offer at a 2% discount to the prevailing net asset value per share at the calculation date less any transaction costs directly associated with the realising assets to satisfy elections under the tender offer.

FJV shareholders who receive new AJOT shares pursuant to the Transaction are expected to have the ability to participate in the 2025 realisation opportunity.

Expected Timetable

It is intended that the documentation in connection with the Transaction will be posted to each of AJOT and FJV shareholders as soon as practicable, with a view to convening the general meetings of AJOT and FJV later in 2025 with the Scheme becoming effective no later than the end of November 2025. Completion of the Scheme will be conditional upon, inter alia, approval from the shareholders of both companies, tax clearances and Financial Conduct Authority approval in relation to the publication of the AJOT prospectus.

Norman Crighton, Chairman of AVI Japan Opportunities Trust Plc, said:

"We are pleased to have reached agreement with the Fidelity Japan Trust board for a proposed rollover into AVI Japan Opportunity Trust. As AJOT set out last year, and again in April 2025, we strongly believe that this combination could unlock greater returns and continued out performance for existing shareholders of both trusts.

"An enlarged AJOT will have greater firepower to capitalise on what we consider are once-in-a generation structural corporate governance reforms in Japan, focusing on under-valuation in the vast opportunity set of smaller cap Japanese equities, backed by AJOT's discount control mechanisms. We look forward to engaging further with Fidelity Japan shareholders, and demonstrating to them the value of AVI's differentiated process which has continued to outperform the sector."

All data and performance figures are sourced from Morningstar and calculated as at 7 August 2025 in GBP.

For further information, please contact:

AVI Japan Opportunity Trust plc

Norman Crighton

norman.crighton@ajot.co.uk

MUFG Corporate Governance Limited (Company Secretary)

Eva Kulich

0333 300 1932

LEI: 894500IJ5QQD7FPT3J73

Singer Capital Markets Limited (Sole Sponsor and Joint Financial Adviser to AJOT)

James Maxwell

James Waterlow

Asha Chotai

Anthony Debson

0207 496 3000

Marex Group (Joint Financial Adviser to AJOT)

Mark Thompson

Priyan Rayatt

0203 017 2697

KL Communications (Financial PR Adviser to AJOT)

Charles Gorman

Henry Taylor

020 3882 6644

This announcement contains information that is inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the Market Abuse Regulation). The person responsible for arranging for the release of this announcement on behalf of AJOT is MUFG Corporate Governance Limited. Upon the publication of this announcement, this information is considered to be in the public domain.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding AJOT's or FJV's respective financial positions, strategies, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, AJOT's or FJV's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance.

Subject to its legal and regulatory obligations, AJOT expressly disclaims any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority.

Singer Capital Markets ("Singer") which is authorised in the United Kingdom by Financial Conduct Authority is acting as Sole Sponsor and Joint Financial Adviser alongside Marex Group ("Marex") for AJOT and for no-one else in connection with the Transaction, will not regard any other person as it client in relation to the Transaction and will not be responsible to anyone other than AJOT for providing the protections afforded to its clients or for providing advice in relation to the Transaction, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of Singer or Marex under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

None of AJOT, Singer or Marex, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made by them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of AJOT, Singers and Marex, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.