
110
Templeton Emerging Markets Investment Trust plc TEMIT.co.uk
Notes:
1. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to what action you should take, you are recommended to seek your own
financial advice from your stockbroker or other independent financial adviser authorised
under the Financial Services and Markets Act 2000.
2. If you have sold or transferred all of your shares in the Company, please forward this
document, together with the accompanying documents, as soon as possible either to the
purchaser or transferee or to the person who arranged the sale or transfer so that they can
pass these documents to the person who now holds the shares.
3. The Company specifies that only those members registered on the Company’s register of
members at 6.30 pm on 8 July 2025 shall be entitled to vote at the annual general meeting
(the ‘Meeting’).
4. A member of the Company entitled to vote at the Meeting may appoint a proxy or proxies to
vote thereat instead of him. A proxy need not be a member of the Company.
5. A member may appoint more than one proxy provided that each proxy is appointed to
exercise rights attached to different shares held by that member. A member may not appoint
more than one proxy to exercise rights attached to one share. Please contact the Company’s
registrar Equiniti, at Aspect House, Lancing, West Sussex BN99 6DA to appoint more than
one proxy. In the case of joint holders, the vote of the senior holder who tenders a vote shall
be accepted to the exclusion of the votes 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 most senior).
6. The right to appoint a proxy does not apply to persons whose shares are held on their behalf
by another person and who have been nominated to receive communications from the
Company in accordance with Section 146 of the Companies Act 2006 (‘nominated persons’).
Nominated persons may have a right under an agreement with the registered shareholder
who holds the shares on their behalf to be appointed (or to have someone else appointed)
as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to
exercise it, they may have a right under such an agreement to give instructions to the
person holding the shares as to the exercise of voting rights.
7. A proxy form is enclosed with copies of this Report which are sent to registered shareholders.
A member can only appoint a proxy using the procedures set out in these notes and the
notes to the proxy form.
8. A proxy form must be returned to the Company’s registrar, Equiniti, Aspect House, Lancing,
West Sussex BN99 6DA to arrive not later than 12 noon on 8 July 2025. New Zealand
registered shareholders must return a proxy form to Computershare, Private Bag 92119,
Victoria Street West, Auckland 1142, New Zealand (if sent by post) or to Computershare, Level
2, 159 Hurstmere Road, Takapuna, Auckland 0622, New Zealand (if delivered in person or by
courier) to arrive not later than 5.00pm on 7 July 2025 (New Zealand time).
9. A corporation which is a member can appoint one or more corporate representatives who
may exercise, on its behalf, all of its powers as a member provided that no more than one
corporate representative exercises powers over the same share.
10. As at 16 May 2025, the Company’s issued share capital was 1,016,805,213 shares of 5pence
each. Each share carries the right to vote at an annual general meeting of the Company
and, therefore, the total number of voting rights in the Company as at 16 May 2025 was
1,016,805,213.
11. Copies of the letters of appointment of the Directors of the Company and the Articles of
Association are available for inspection at the Company’s registered office at 5 Morrison
Street, Edinburgh, EH3 8BH, and online at www.temit.co.uk until the close of the meeting
and at the Meeting (for 15 minutes prior to the Meeting and during the Meeting).
12. Electronic proxy appointment for CREST members (for UK only). CREST members who wish
to appoint a proxy or proxies through the CREST electronic proxy appointment service may
do so for the Meeting and any adjournment(s) thereof by using the procedures described in
the CREST Manual which can be viewed at 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 using the CREST service to be valid, the
appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in
accordance with Euroclear UK & Ireland Limited’s (‘EUI’) specifications and must contain the
information required for such instructions, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be transmitted
so as to be received by the issuer’s agent (RA19) by the latest time(s) for receipt of
appointments specified in the Notice of Meeting or, in the event of an adjournment of the
Meeting, 48 hours before the adjourned meeting. 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 issuer’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 EUI does not make available special
procedures in CREST for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member 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.
13. Electronic proxy appointment for non-CREST members (for UK only). Shareholders who
prefer to register the appointment of their proxy electronically via the Internet can do so
through the Equiniti website at www.shareview.co.uk where full instructions on the
procedure are given. You will need to create an online portfolio using your Shareholder
Reference Number printed on your Form of Proxy. Alternatively, shareholders who have
already registered with Equiniti’s on-line portfolio service, Shareview, can appoint their
proxy electronically by logging on to their portfolio at www.shareview.co.uk using their user
ID and password. Once logged in, click ‘View’ on the ‘My Investments’ page, click on the link
to vote then follow the on screen instructions.
A proxy appointment made electronically will not be valid if sent to any address other than
those provided or if received after 12 noon on 8 July 2025. Please note that any electronic
communication found to contain a computer virus will not be accepted.
14. Proxymity Voting - if you are an institutional investor you may 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 12 noon on 8 July 2025 in order to be
considered valid. 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.
15. Electronic proxy appointment for New Zealand registered shareholders. New Zealand
registered investors who prefer to register the appointment of their proxy electronically via
the Internet can do so through the Computershare website at www.investorvote.co.nz, and
enter the control number 104860 where full instructions on the procedure are given. Your
CSN (Common Shareholder Number) and postal code will be required to use this electronic
proxy appointment system. A proxy appointment made electronically will not be valid if sent
to any address other than that provided or if received after 5.00pm (New Zealand time) on
7 July 2025. Please note that any electronic communication found to contain a computer
virus will not be accepted. New Zealand registered investors cannot appoint more than
one proxy when registering the appointment of their proxy electronically.
16. A member of the Company may make a request in accordance with Section 527 of the
Companies Act 2006 to have a statement published on the Company’s website setting out
an audit concern. This allows a member or members having a right to vote at the Meeting
and holding at least 5% of the total voting rights of the Company, or at least 100 members
having a right to vote at the Meeting and holding, on average, at least £100 of the paid up
share capital, to make a request so that the Company must publish on its website
a statement setting out any matter that such members propose to raise at the Meeting
relating to the audit of the Company’s accounts (including the auditor’s report and the
conduct of the audit) that are to be laid before the Meeting. Where the Company is
required to publish such a statement on its website: (i) it may not require the members
making the request to pay any expenses incurred by the Company in complying with the
request; (ii) it must forward the statement to the Company’s auditor no later than the time at
which the statement is made available on the Company’s website; and (iii) the statement
may be dealt with as part of the business of the Meeting. A member wishing to request
publication of such a statement on the Company’s website must send the request to the
Company in hard copy form to the Company Secretary or by email to enquiries@
franklintempleton.co.uk. The request must either set out the statement in full or, if
supporting a statement sent by another member, clearly identify the statement which is
being supported and be received by the Company at least one week before the Meeting.
Please note that any electronic communication found to contain a computer virus will not
be accepted.
17. Any member has the right to ask questions. Pursuant to Section 319A of the Companies Act
2006, the Company must provide an answer to any question which is put by a member
relating to the business being considered, except if a response would not be in the interests
of the Company or for the good order of the Meeting or if to do so would involve the
disclosure of confidential information. The Company may, however, elect to provide
an answer to a question within a reasonable period of days after the conclusion of the
Meeting. The answers to questions raised by shareholders will be provided on our website.
18. In accordance with Section 311A of the Companies Act 2006, the contents of this Notice of
Meeting, details of the total number of shares in respect of which members are entitled to
exercise voting rights at the Meeting and, if applicable, any members’ statements,
members’ resolutions or members’ matters of business received by the Company after the
date of this notice will be available on the Company’s website, www.temit.co.uk.
19. You may not use any electronic address provided either in this Notice of Meeting or any
related documents (including the Form of Proxy) to communicate with the Company for any
purposes other than those expressly stated.
04. Investor Information