Circular in connection with a Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

18 January 2012

                          Baring Emerging Europe PLC                           
                                (the "Company")                                
                                                                               
            Publication of Circular in connection with Tender Offer            

The Company has today published a circular (the "Circular") in respect of a
tender offer (the "Tender Offer") for up to 20 per cent. of the Company's
issued share capital (excluding shares held in treasury by the Company).

The Circular sets out the background to and reasons for the Tender Offer and
the terms and conditions to which it is subject. Terms used in this
announcement but not defined herein shall have the same meaning as in the
Circular.

Introduction

On 12 December 2011, following consultation with its major shareholders, the
Company announced a proposed tender offer for up to 20 per cent. of the
Company's issued share capital (excluding any Shares held in treasury by the
Company). The Tender Offer is available to all Shareholders (other than certain
Overseas Persons) on the Register on the Record Date, which is 5.00 p.m. on
Tuesday, 14 February 2012.

In order to effect the Tender Offer, the Company is seeking Shareholder
authority to make market purchases of its Shares under a special resolution to
be proposed at a General Meeting to be held at the Company's registered office
at 155 Bishopsgate, London EC2M 3XY at 11.45 a.m. on Thursday, 16 February 2012
(or as soon thereafter as the preceding Annual General Meeting of the Company
is concluded or adjourned).

The Board unanimously recommends Shareholders to vote in favour of the
resolution to be proposed at the General Meeting, as the directors intend to do
in respect of their own beneficial holdings totalling 12,325 Shares
(representing approximately 0.04 per cent. of the Company's issued share
capital (excluding Shares held in treasury by the Company)) as at the date of
this announcement.

The Directors make no recommendation to Shareholders or Scheme Participants as
to whether to tender their Shares in the Tender Offer. Whether or not
Shareholders or Scheme Participants decide to tender their Shares will depend,
among other things, on their view of the Company's prospects and their own
individual circumstances, including their tax position. The Directors will not
be tendering any of their Shares in the Tender Offer.

Background

The Board has had a robust approach to the management of the discount to NAV at
which the Company's Shares trade for many years and believes that the
consistent application of a discount control mechanism is advantageous to
Shareholders. The discount to NAV at which the Company's Shares have traded
over the twelve months immediately preceding the close of business on 16
January 2012 (being the latest practicable date prior to the publication of the
Circular) has averaged 8.9 per cent. (source: Datastream), but despite the
success of the Company's policy in containing the discount in the face of
market volatility, the Board believes that it is an appropriate time to tighten
the discount further and to offer Shareholders the opportunity to receive a
return of capital closer to NAV.

In addition to the Tender Offer, the Board therefore also intends to adopt a
policy of seeking to limit the price at which the Company's Shares trade to a
level significantly lower than a 10 per cent. discount to NAV by making
purchases of Shares in the market from time to time. This will be in place of
the current policy of seeking to limit the price to a level significantly lower
than a 12 per cent. discount. In order to implement this revised policy, the
Board intends to seek a general authority from Shareholders at the Company's
annual general meeting each year to repurchase up to 14.99 per cent. of its
issued share capital.

Investment Strategy and Outlook

To the end of the Company's financial year, 30 September 2011, the Company
underperformed against its benchmark. The Company's annual report, despatched
to Shareholders at the same time as the Circular, gives a full explanation. In
the longer term, performance remains good: since the establishment of the
Company in its current form in 2002, the NAV has risen by an average of 16.36
per cent. per annum on the basis of the annualised performance of the Company
to 30 September 2011.

The Board remains supportive of the Company's investment manager, Baring Asset
Management Limited, and of the investment management team, led by Matthias
Siller. Matthias is an experienced investor in the region with a solid
analytical approach both to the economic environment and to the task of
identifying attractive companies for investment. The Company's recent financial
year was a difficult year, but the Board remains confident that the decision
making process is of high quality and that an appropriate level of resource is
applied to the investment task. The Board believes that these factors are
likely to be rewarded by good relative performance over time.

Looking to the immediate future, economic growth is likely to be contained by
the process of balance sheet restructuring going on across the developed world,
as indebted consumers pay down debt. Whilst extremely difficult to predict, it
does not seem unreasonable to expect a long period of sluggish growth
punctuated by frequent slowdown. Compared to this, the growth prospects in
emerging Europe look attractive.

Currently, in emerging Europe, there is the usual mix of good news and bad.
Politics in Russia, the largest market for the Company, has taken a surprising
turn with signs of genuine popular opposition to the regime. Turkey, by
comparison, is considered stable compared with the past. Stock market valuation
has fallen sharply across the region, and many stocks now trade at prices which
imply a level of distress which is not present. The Investment Manager is
identifying individual stock opportunities in these and other markets which are
growing.

Tender Offer

The price per Share at which Shares will be acquired by J.P. Morgan Cazenove
under the Tender Offer will be 97 per cent. of the Net Asset Value per Share of
the Company as at the close of business on 22 February 2012. Prior to that
date, it is intended that the Company will have realised a sufficient
proportion of its investment portfolio to fund the repurchase under the
Repurchase Agreement of the Shares acquired by J.P. Morgan Cazenove under the
Tender Offer. Further details of the calculation of the Tender Price are set
out in paragraph 3 of Part IV of the Circular.

Assuming that the maximum number of Shares are acquired under the Tender Offer
and with reference to the NAV per Share on 16 January 2012 (being the latest
practicable date prior to the publication of the Circular), the purchase of
Shares under the Tender Offer would be expected to give rise to a Net Asset
Value uplift of approximately 0.41 per cent. for Shareholders who continue with
their investment in the Company, without taking account of any portfolio
reorganisation costs in connection with the Tender Offer.

In making the Tender Offer, J.P. Morgan Cazenove will purchase the Shares as
principal by means of an on-market purchase from tendering Shareholders and
will sell them on to the Company pursuant to the terms of the Repurchase
Agreement. Under the terms of the Tender Offer, Shareholders (other than
certain Overseas Persons) will be able to tender up to their Basic Entitlement,
being 20 per cent. of the Shares registered in their name on the Register on
the Record Date, rounded down to the nearest whole number of Shares.
Shareholders will also have the option to tender additional Shares which may be
purchased by J.P. Morgan Cazenove to the extent that other Shareholders tender
less than their Basic Entitlement. Any such excess tenders will be satisfied
pro rata in proportion to the amount tendered in excess of the Basic
Entitlement (rounded down to the nearest whole number of Shares).

All Shares acquired by the Company from J.P. Morgan Cazenove under the
Repurchase Agreement will be cancelled. The repurchase of Shares by the Company
pursuant to the terms of the Repurchase Agreement will be funded by the sale of
investments in the Company's investment portfolio and from the Company's
existing cash resources, as described more fully in paragraph 3 of Part IV of
the Circular.

The Record Date for participation in the Tender Offer is 5.00 p.m. on 14
February 2012. The Tender Offer may lapse or be terminated in certain
circumstances as set out in paragraphs 2 and 8 of Part IV of the Circular.

Shareholders' and Scheme Participants' attention is drawn to the letter from
J.P. Morgan Cazenove in Part III of the Circular and to Part IV of the
Circular, which, together with the Tender Form (in relation to Shareholders
holding Shares in certificated form only) constitute the terms and conditions
of the Tender Offer. Details of how Shareholders may tender Shares can be found
in paragraph 4 of Part IV of the Circular and on the Tender Form (if
applicable).

Details of how Scheme Participants can give instructions to tender Shares held
in the ISA Scheme or the Savings Scheme are set out on the applicable ISA
Scheme Tender Form or Savings Scheme Tender Form.

Overseas Persons

The making of the Tender Offer to persons outside the United Kingdom, the
Channel Islands and the Isle of Man may be prohibited or affected by the laws
of the relevant overseas jurisdiction. Shareholders and Scheme Participants
with registered or mailing addresses outside the United Kingdom, the Channel
Islands or the Isle of Man or who are citizens or nationals of, or resident in,
a jurisdiction other than the United Kingdom, the Channel Islands or the Isle
of Man should read paragraph 10 of Part IV of the Circular. It is the
responsibility of all Overseas Persons to satisfy themselves as to the
observance of any legal requirements in their jurisdiction, including, without
limitation, any relevant requirements in relation to the ability of such
persons to tender their Shares.

Taxation

Comments on certain aspects of the general UK tax treatment of the Tender Offer
are set out in Part V of the Circular, to which Shareholders and Scheme
Participants are referred.

Shareholders or Scheme Participants who are in any doubt as to their tax
position or who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate independent professional adviser.

General Meeting

The Tender Offer is subject to Shareholder approval. A notice convening a
general meeting of the Company, which is to be held at 11.45 a.m. on Thursday,
16 February 2012 (or as soon thereafter as the Annual General Meeting of the
Company is concluded or adjourned) at 155 Bishopsgate, London EC2M 3XY is set
out at the end of the Circular. At this meeting, a special resolution will be
proposed to sanction the Tender Offer.

Irrevocable Commitment

The Company has received an irrevocable commitment from City of London
Investment Management Limited, which as at 16 January 2012, being the latest
practicable date prior to the publication of the Circular, owned or controlled
Shares representing 26.67 per cent. of the Company's issued share capital, to
vote in favour of the resolution to be proposed at the General Meeting and to
submit a valid tender under the Tender Offer in respect of not less than
2,000,000 Shares representing approximately 6.17 per cent. of the Company's
issued share capital (excluding any Shares held in treasury by the Company).

Expected timetable

All references are to London time.

                                                                           2012
                                                                               
Latest time and date for receipt of ISA Scheme          1.00 p.m. on 8 February
Tender Forms and Savings Scheme Tender Forms                                   
                                                                               
Latest time and date for receipt of ISA Scheme          1.00 p.m. on 8 February
Voting Direction Forms and Savings Scheme                                      
Voting Direction Forms                                                         
                                                                               
Latest time and date for receipt of Forms of          11.45 a.m. on 14 February
Proxy in respect of the General Meeting                                        
                                                                               
Latest time and date for receipt of Tender             1.00 p.m. on 14 February
Forms                                                                          
                                                                               
Record Date for Tender Offer                           5.00 p.m. on 14 February
                                                                               
General Meeting                                       11.45 a.m. on 16 February
                                                  (or as soon thereafter as the
                                                  Annual General Meeting of the
                                                        Company is concluded or
                                                                     adjourned)
                                                                               
Announcement of results of General Meeting and       by close of business on 16
announcement of take-up of Tender Offer                                February
                                                                               
Calculation Date for Tender Price              close of business on 22 February
                                                                               
Announcement of Tender Price                         by close of business on 23
                                                                       February
                                                                               
Trade Date for Shares submitted for tender in                       24 February
the Tender Offer                                                               
                                                                               
Settlement of proceeds through CREST in                             27 February
respect of Tender Offer shares to                                              
uncertificated shareholders                                                    
                                                                               
Despatch of settlement proceeds by cheque in                     by 29 February
respect of Tender Offer shares to certificated                                 
shareholders                                                                   
                                                                               
Despatch of settlement proceeds by cheque in                         by 5 March
respect of Tender Offer shares to Scheme                                       
Participants                                                                   

The Circular is available for inspection on the Company's website
(www.bee-plc.com) and has been submitted to the UK Listing Authority's National
Storage Mechanism and will be available for inspection at http://
www.hemscott.com/nsm.do.

Enquiries:

Steven Bates
Baring Emerging Europe PLC - 0207 982 1260

William Simmonds
J.P. Morgan Cazenove - 0207 588 2828