Notice of EGM

Genesis Emerging Markets Fund Limited (the "Company")

29th September 2009

The Directors announced on 18th September 2009 that they would put forward proposals designed to broaden and deepen the
market in the Company's shares.  The Directors have today published a circular in respect of the proposals with notices
of the shareholder meetings being convened for shareholder approval of the proposals.  Terms used in this announcement
have the same meaning as used in the circular.

Proposals

(i)Share Split and Redenomination of Shares

The Directors propose that each Existing Share be divided into ten Redenominated Shares.  At present, each Participating
Share has a nominal value of US$0.01.  Dividing each Participating Share into ten would result in shares with a nominal
value of US$ 1/10th of one cent  However, in order to qualify for inclusion in the UK national indices, the Directors
are advised that it would be necessary to convert the nominal value of the shares into Sterling.  Conversion of US$
1/10th of one cent into Sterling will, in the opinion of the Directors, give rise to an unnecessarily complicated
nominal Sterling equivalent.  Instead, the Directors propose to take advantage of the greater flexibility introduced by
the Companies
Law by redesignating the Participating Shares as shares with no par value and then dividing each Participating Share
into ten. Under the Companies Law, such a redesignation no longer requires the sanction of the Royal Court of Guernsey.

The implementation of the share split and the redenomination of the share capital require the approval of a Special
Resolution passed at an Extraordinary General Meeting of the Company and a separate Special Resolution at a Class
Meeting of the holders of the Participating Shares.

If such Special Resolutions are approved by Shareholders at the Extraordinary General Meeting and at the separate Class
Meeting, then the result will be that, for each Participating Share of US$0.01 each currently in issue, a Shareholder
will instead hold ten Participating Shares of no par value.  The nominal value of the issued share capital at present
shown separately in the Balance Sheet of the Company will cease to exist and an equivalent value will be added to the
Company's reserves.

Such share split and redenomination will have no effect upon the aggregate net asset value of each Shareholder's
interest in the capital of the Company.  The Proposals will, however, increase the number of Participating Shares in the
Company that are in issue.  This will impact upon the price per Participating Share quoted in the Official List of the
London Stock Exchange.  Initially at least, when the share split and redenomination becomes effective, the price of each
Redenominated Share would be expected to be one-tenth of the price of each Participating Share before the share split
occurs.

The Directors believe that the increase in the number of Participating Shares in issue will assist the marketability of
the shares and this may have a beneficial impact upon the share price.  Assuming the Proposals are approved, trading in
the Redenominated Shares will commence on Monday 2nd November 2009.  The Redenominated Shares have been provisionally
allocated a new ISIN code - GG00B4L0PD47.  Shareholders who hold shares in certificated form will be issued replacement
share certificates within 5 business days of the passing of the Special Resolution.

Following the redenomination of the Company's share capital, the amendments to the Memorandum and the adoption of the
New Articles, the Directors are advised that, subject to the Company meeting liquidity requirements, the Redenominated
Shares would be eligible for inclusion in the UK national indices.  The
Directors believe that admission of the shares to such indices will further improve the marketability of the shares.  In
order to further aid qualification for such admission, the Directors will procure that the price of the Redenominated
Shares will be quoted on the Official List of the London Stock Exchange in Sterling rather than in US Dollars as at
present.

(ii)    Adoption of new Memorandum of Incorporation and adoption of new Articles of Incorporation

On 1st July 2008, a new company law regime was introduced in Guernsey.  It is proposed that the Company amend its
Memorandum and adopt New Articles of Incorporation which have been updated, inter alia, to reflect certain changes
brought in by the Companies Law.  Certain of the changes will make the Company
operationally more flexible and allow it to operate in a manner consistent with the Companies Law.

The Memorandum of the Company adopted on registration of the Company in Guernsey on 7th  June 1989 was drafted to comply
with the requirements of the Companies (Guernsey) Laws, 1908 to 1973.  Notwithstanding that generally a company may not
alter any provision of its Memorandum, certain transitional provisions designed to effect a smooth introduction of the
Companies Law allow a company existing prior to the coming into force of the Companies Law, by special resolution, to
make such amendments to its Memorandum as may be necessary to ensure compliance with the Companies Law or to alter any
provision in its  Memorandum which is not strictly required to be included concerning the company, its members or
officers.  Accordingly, the Company is able to adopt the New Memorandum.

The amendments to the Memorandum will reflect, amongst other things, the following material changes:

1  the term `Memorandum of Association' will be replaced with the term`Memorandum of Incorporation';
2  the objects of the Company as stated in the New Memorandum will be unrestricted; and
3  to allow the Company to issue an unlimited number of shares with no par value.  (It should be noted,
   however, that the New Articles include pre-emption provisions (as described below) in favour of
   existing Shareholders that would apply to any new issue of shares.)

The New Articles will reflect, amongst other things, the following material changes:

1  the standard articles of incorporation prescribed pursuant to Section 16(2)of the Companies Law (that
   would otherwise override the Company's own articles of incorporation) will be excluded;
2  the term `Articles of Association' will be replaced with the term `Articles of Incorporation';
3  deletion of all references to "Nominal Shares" and "Realisation Shares", as such classes of shares
   have no further relevance;
4  to incorporate pre-emption rights in favour of Shareholders (it is proposed,however, that, by Special
   Resolution at the Extraordinary General Meeting,the holders of the Participating Shares will be asked
   to disapply such pre-emption rights for the issue and allotment of a restricted number of
   Participating Shares for a period up to the conclusion of the Company's Annual General Meeting in
   2010);
5  to include new provisions in relation to electronic communications which allow for communications to
   be sent electronically;
6  to remove the requirement that distributions only be paid out of profits or gains resulting from the
   Company's business;
7  the indemnity granted by the Company to the Directors, other officers and servants will be restricted
   to those matters permissible under the Companies Law;
8  to include express provisions regarding the disclosure of directors' interests in transactions with
   the Company, to comply with the Companies Law;
9  to include express provisions regarding the accounts and reports of the Company to comply with the
   Companies Law; and
10 the deletion of certain provisions in the Company's previous Articles of Association making reference
   to income equalisation, subscriptions and redemptions of shares as being no longer applicable to a
   closed-ended investment company; and
11 to increase the maximum aggregate of fees that may be payable to directors from $150,000 to $200,000
   per annum.

Please note that this list and the other changes expressly referred to in the Circular are not exhaustive and, for a
complete illustration of all changes to be effected by the amendments to the Memorandum and adoption of the New
Articles, you should refer to the draft of the New Memorandum and the New Articles available for inspection as detailed
below.

Shareholders should note that the Companies Law has given statutory recognition of the application of the City Code and
the jurisdiction of the City Panel to Guernsey incorporated companies listed on certain recognised exchanges (including
the LSE).  The City Code applies to the Company.  Under the City Code, if an acquisition of the Company's shares were to
increase the aggregate holding of the acquirer and any parties acting in concert with it to shares carrying 30 per cent
or more of the voting rights in the Company, the acquirer and, depending on the circumstances, any concert parties would
be required (except with the consent of the Panel) to make a cash offer for the shares not already owned.  A similar
obligation to make a mandatory cash offer would also arise on the acquisition of shares by a person holding (together
with any concert parties) shares carrying at least 30 per cent but not more than 50 per
cent of the voting rights in the Company, if the effect of such acquisition were to increase the percentage of the
aggregate voting rights held.

There is no specific statutory corporate governance regime in Guernsey and, as a Guernsey registered company, the
Company is not required to comply with the Combined Code on Corporate Governance (the "Combined Code").  Nevertheless,
the Directors recognise the value of the Combined Code and will take appropriate measures to ensure that the Company
complies with the spirit of the Combined Code.  The Company will also comply, so far as is practicable, with the AIC
Code of Corporate Governance produced by the Association of Investment Companies.

A draft of the New Memorandum and the New Articles (showing all of the proposed amendments to be made) will be available
for inspection at the registered office of the Company during normal business hours on any business day from the date of
the Circular until the conclusion of the EGM and at the place of the EGM for at least 15 minutes prior to, and during,
the EGM.

Taxation

It should be noted that the share split and redenomination will not, as a matter of Guernsey law, amount to a disposal
of the existing Participating Shares.  Shareholders who are in any doubt about their tax position should obtain their
own detailed tax advice.

Expenses

The costs and expenses incurred in relation to the Proposals will be borne by the Company and are estimated to amount to
approximately £120,000 in aggregate.

Class Meeting

The Proposals are subject to Shareholder approval.  As the Company has two different classes of shares, Founder Shares
and Participating Shares, a separate class meeting will be required of each class of shares to approve the Proposals.

The holders of the Founder Shares have already given their approval by written resolution dated 23rd September 2009.

A Notice convening a Class Meeting of the holders of the Participating Shares to be held on Friday, 30th October 2009 is
set out on the Circular.  A separate Form of Proxy (on blue paper) is also enclosed with the Circular for use at that
Class Meeting.  The quorum for that Class Meeting is two persons holding or
representing at least one-third of the Participating Shares in issue and represented in person or by proxy.

Extraordinary General Meeting

Subject to the holders of the Participating Shares having given the necessary approval to the Proposals at the Class
Meeting, an Extraordinary General Meeting will be held immediately following that Class Meeting.

At that Extraordinary General Meeting, all Shareholders will be asked to approve a Special Resolution to give effect to
the Proposals.

A Notice convening the Extraordinary General Meeting is set out at the end of the Circular.  A further Form of Proxy (on
grey paper) is also enclosed with the Circular for use at that Extraordinary General Meeting. The quorum for that
Extraordinary General Meeting is two members present in person or by proxy and representing not less than one-twentieth
of the Participating Shares in issue.



Expected Timetable

All references are to UK time                                                              2009

Latest  time  and date for  receipt  of                              12 noon on 28th October
Forms   of   Proxy  for   Extraordinary
General Meeting and Class Meeting

Class Meeting                                                        12 noon on 30th October

Extraordinary General Meeting                                        12 noon on 30th October

Record date for Redenomination of                                    5 pm on 30th October
Participating Shares

Commencement of Trading in Redenominated                             2nd November
Participating Shares


Enquiries
Coen Teulings (Chairman) - 020 7201 7200
Genesis Emerging Markets Fund Limited

Jonathan Snow- 020 7201 7200
Genesis Investment Management

Angus Gordon Lennox - 020 7588 2828
J.P. Morgan Cazenove Limited