General Meeting - Amendment to Articles of Asso...

Baring Emerging Europe PLC - Notice of General Meeting             

Baring Emerging Europe PLC

12 December 2007

                  Baring Emerging Europe PLC (the "Company")                   

            General Meeting - Amendment to Articles of Association             

Copies of a Circular containing notice convening a General Meeting of the
Company (together with a Form of Proxy for use by shareholders) to be held on
15 January 2008 immediately after the Company's Annual General Meeting, will be
posted to the shareholders today. Pursuant to Listing Rule 9.6.1R the Circular
as well as the Company's proposed Articles of Association ("Proposed Articles
Exhibit A" and "Proposed Articles Exhibit B") will be available for inspection
shortly at the UK Listing Authority's Document Viewing Facility situated at The
Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14
5HS. Copies of the Circular and the Proposed Articles will also be available
for inspection during usual business hours on any day (except Saturdays,
Sundays and public holidays) at the Company's registered office at 155
Bishopsgate, London EC2M 3XY until the time of the General Meeting and during
the General Meeting.

It is proposed that the Company adopt a new set of Articles of Association to
take account of the changes brought about as a result of the partial
implementation of the Companies Act 2006. It is expected that further
amendments will be required in the future to deal with further changes which
will be brought about at a later date by the implementation of the remainder of
the Companies Act 2006. The Notice of General Meeting includes two special
resolutions to amend the Articles of Association. The first resolution is to
adopt all the changes contained in the Proposed Articles Exhibit A . However,
the Company also proposes a second resolution to incorporate an article of
association to reflect the provisions relating to conflicts of interest which
will take effect from the date on which Section 175 of the Companies Act 2006
comes into force. These changes are contained in the Proposed Articles Exhibit
B.

In accordance with Rule 6.1.2 of the Disclosure and Transparency Rules a
summary explanation of the proposed amendments is set out below. The
explanation covers the principal changes introduced in the Proposed Articles
Exhibit A and Proposed Articles Exhibit B. Other changes which are of a minor,
technical or clarifying nature have not been detailed. Generally the
opportunity has been taken to bring clearer language into the Proposed Articles
and in some areas to conform the language of the Proposed Articles with that
used in the model articles for public companies produced by the Department for
Business, Enterprise and Regulatory Reform. Explanations of the proposed
amendments are also set out in the Appendix to the Notice of General Meeting.

Proposed Articles Exhibit A

Articles which duplicate statutory provisions

Provisions in the Existing Articles which replicate provisions contained in the
Companies Act 2006 are in the main to be removed in the Proposed Articles. This
is in line with the approach advocated by the Government that statutory
provisions should not be duplicated in a company's constitution. Certain
examples of such provisions include provisions as to the form of resolutions,
the requirement to keep accounting records and provisions regarding the period
of notice required to convene general meetings.

Definitions

Certain definitions in the Existing Articles have either been amended or
removed altogether to reflect the wording used in the Companies Act 2006 and
where appropriate to reflect the permitted use of electronic communications.

Electronic and web communications

Provisions of the Companies Act 2006 which came into force in January 2007
enable companies to communicate with members by electronic and/or website
communications. The Proposed Articles continue to allow communications to
members in electronic form and, in addition, they also permit the Company to
take advantage of the new provisions relating to website communications. Before
the Company can communicate with a member by means of website communication,
the relevant member must be asked individually by the Company to agree that the
Company may send or supply documents or information to him by means of a
website, and the Company must either have received a positive response or have
received no response within the period of 28 days beginning with the date on
which the request was sent. The Company will notify the member (either in
writing, or by other permitted means) when a relevant document or information
is placed on the website and a member can always request a hard copy version of
the document or information.

Form of resolution

The Existing Articles contain a provision that, where for any purpose an
ordinary resolution is required, a special or extraordinary resolution is also
effective and that, where an extraordinary resolution is required, a special
resolution is also effective. This provision is being removed as the concept of
extraordinary resolutions has not been retained under the Companies Act 2006.
Further, the remainder of the provision is reflected in full in the Companies
Act 2006.

The Existing Articles enable members to act by written resolution. Under the
Companies Act 2006 public companies can no longer pass written resolutions.
These provisions have therefore been removed in the Proposed Articles.

Convening extraordinary and general meetings

The provisions in the Existing Articles dealing with the convening of general
meetings and the length of notice required to convene general meetings are
being removed from the Proposed Articles because the relevant matters are
provided for in the Companies Act 2006. In particular an extraordinary general
meeting to consider a special resolution can be convened on 14 days' notice
whereas previously 21 days' notice was required and the chairman of a general
meeting no longer has a casting vote.

Votes of members

Under the Companies Act 2006 proxies are entitled to vote on a show of hands
whereas under the Existing Articles proxies are only entitled to vote on a
poll. The time limits for the appointment or termination of a proxy appointment
have been altered by the Companies Act 2006 so that the articles cannot provide
that they should be received more than 48 hours before the meeting or in the
case of a poll taken more than 48 hours after the meeting, more than 24 hours
before the time for the taking of a poll, with weekends and bank holidays being
permitted to be excluded for this purpose. The Proposed Articles give directors
discretion, when calculating the time limits, to exclude weekends and bank
holidays. The amended Articles reflect all of these new provisions.

Age of directors on appointment

The Existing Articles contain a provision requiring a director's age to be
disclosed if he has attained the age of 70 years or more in the notice
convening a meeting at which the director is proposed to be elected or
re-elected. Such provision could now fall foul of the Employment Equality (Age)
Regulations 2006 and so has been removed from the Proposed Articles.

Notice of board meetings

Under the Existing Articles, when a director is abroad he can request that
notice of directors' meetings are sent to him at a specified address and if he
does not do so he is not entitled to receive notice while he is away. This
provision has been removed, as modern communications mean that there may be no
particular obstacle to giving notice to a director who is abroad.

Records to be kept

The provision in the Existing Articles requiring the board to keep accounting
records has been removed as this requirement is contained in the Companies Act
2006.

Distribution of assets otherwise than in cash

The Existing Articles contain provisions dealing with the distribution of
assets in kind in the event of the Company going into liquidation. These
provisions have been removed in the Proposed Articles on the grounds that a
provision about the powers of liquidators is a matter for insolvency law rather
than the articles and that the Insolvency Act 1986 confers powers on the
liquidator which would enable it to do what is envisaged by the Existing
Articles.

Dispute resolution

The Company believes it is appropriate to provide for a dispute resolution
procedure and governing law in its articles. The amended Articles provide that
arbitration in accordance with the Rules of Arbitration of the International
Chamber of Commerce will be the primary procedure for dispute resolution in
matters involving the Company. Where a court determines that the arbitration
provisions cannot be used in respect of a particular dispute or in cases where
a member is bringing a derivative claim under the provisions of the Companies
Act 2006, the Proposed Articles provide that the courts of England and Wales
are to have exclusive jurisdiction.

Proposed Articles Exhibit B

Directors' conflicts of interests

With effect from the coming into force of the sections of the Companies Act
2006 relating to director's conflicts of interest, a director must avoid a
situation where he has, or can have, a direct of indirect interest that
conflicts, or may possibly conflict with the Company's interests. The
requirement is very broad and could apply, for example if a director becomes a
director of another company or a trustee of another organisation.

The Companies Act allows directors of public companies to authorise conflicts
and potential conflicts where their articles of association contain a provision
to this effect. The Companies Act 2006 also allows articles to contain other
provisions for dealing with directors' conflicts of interest to avoid breach of
duty.

The Company believes therefore that in addition to the above amendments, the
Company replace the Existing Articles on permitted interests and voting with a
provision that gives the directors authority to approve such situations and to
otherwise allow conflicts of interest to be dealt with in a similar way as the
current position set out in the Existing Articles. It will also be necessary to
include some safeguards, limits and conditions to the authority to authorise
directors' conflicts of interests and these are also included in the Proposed
Articles Exhibit B.

Contact:

Baring Emerging Europe PLC Tel: [phone]
Mike Nokes, Company Secretary