REG-Fidelity Japan Trust Plc: Result of General Meeting

Fidelity Japan TrustAnnouncement

07/11/2025 09:00

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED
STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, IN ANY MEMBER STATE OF THE EUROPEAN ECONOIMIC AREA OR IN ANY
OTHER JURISDICTION                                IN WHICH THE SAME WOULD BE
UNLAWFUL

7 November 2025

For Immediate Release

FIDELITY JAPAN TRUST PLC

Result of General Meeting

Further to the circular to shareholders dated 14 October 2025 (the "          
          Circular                    "), the Board of Fidelity Japan Trust
PLC (the "                     Company                    ") announces that at
the first general meeting of the Company which was held today (the "          
          First GM                    "), the special resolutions set out in
the notice of the First GM (the "                     Resolutions             
      ") were duly passed by shareholders.

By the passing of the Resolutions, shareholders have authorised:

a)                          the terms of the Scheme set out in Part 2 of
the Circular;

b)                          amendments to the Articles of Association, to
give effect to the Scheme; and

c)                           subject to their appointment, the
Liquidators to enter into and give effect to the Transfer Agreement with AVI
Japan Opportunity Trust plc (“                     AJOT                   
”), distribute New AJOT Shares to Shareholders in accordance with the Scheme
and to purchase the interests of any Dissenting Shareholders.

The Resolutions were voted on by way of a poll. Details of the number of votes
cast for, against and withheld in respect of the Resolutions are set out in
the table below and will also be published on the Company's website,          
                       https://www.fidelity.co.uk/Japan                       
       .

     Resolution                                                                                                             Votes for (including discretionary)        Votes against                   Total votes                                                    Votes            
                                                                                                                                                                                                                                                                       Withheld  (3)   
                                                                                                                            Number              % of shares voted (2)  Number   % of shares voted (2)  Number      Proportion of issued share capital voted  (%) (2)  
 1.  To reclassify the Ordinary Shares and  amend the Articles*.                                                            67,972,634          99.87                  87,912   0.13                   68,060,546  59.8%                                              30,216           
 2.  To approve the Scheme, to further  amend the Articles and to instruct the  Liquidators to give effect to the Scheme*.  67,972,634          99.87                  86,912   0.13                   68,059,546  59.8%                                              31,216           

*denotes special resolution

 

Notes:
1.            Each holder of Shares present at the First GM, in person or by
proxy, was entitled to one vote per Share held at the voting record time,
being 8:30 a.m. on 5 November 2025 (the "                       Record Time   
                  "). At the Record Time, the Company's issued share capital
comprised 113,677,866 Ordinary Shares of £0.25 each and the Company held no
Ordinary Shares in treasury. Therefore, the total number of voting rights in
the Company as at the Record Time was 113,677,866.          
2.            Rounded to two decimal places.          
3.            A "Vote withheld" is not a vote in law and is not counted in the
calculation of the percentage of shares voted "For" or "Against" the
Resolution or in the calculation of the proportion of issued share capital
voted.
 

A copy of the Resolutions passed at the First GM will be submitted to the
National Storage Mechanism and will shortly be available for inspection at    
                            
https://data.fca.org.uk/#/nsm/nationalstoragemechanism                        
      .

Following this First GM, the expected timetable is provided in full below. The
implementation of the Proposals in the Circular also requires a Second General
Meeting of the Company to be held, which is convened for 9:00 a.m. on 27
November 2025 at 4 Cannon Street, London EC4M 5AB.            

At the Second General Meeting, a special resolution will be proposed which, if
passed, will place the Company into liquidation, appoint the Liquidators and
agree the basis of their remuneration, instruct the Company Secretary to hold
the books to the Liquidators' order, and provide the Liquidators with
appropriate powers to carry into effect the amendments to the Articles made at
the First General Meeting. The Resolution to be proposed at the Second General
Meeting is conditional upon the FCA agreeing to admit the New AJOT Shares to
the closed-ended investment funds category of the Official List and the
London Stock Exchange agreeing to admit the New AJOT Shares to trading on the
Main Market of the London Stock Exchange (subject only to allotment),
respectively, and the Directors and the AJOT Directors resolving to proceed
with the Scheme. The Resolution will require at least 75 per cent. of the
votes cast in respect of it, whether in person or by proxy, to be voted in
favour to be passed.

Circular

Capitalised terms shall have the meaning attributed to them in the Circular
unless otherwise defined in this announcement.

A copy of the Circular is available for viewing at the National Storage
Mechanism                                 
https://data.fca.org.uk/#/nsm/nationalstoragemechanism                        
       and on the Company's website,                                 
https://www.fidelity.co.uk/Japan                               .

EXPECTED TIMETABLE

 Scheme Entitlements Record Date                                                                          6.00 p.m. on 7 November 2025                             
 Ordinary Shares disabled in CREST                                                                        6.00 p.m. on 7 November 2025                             
 Suspension of trading in Ordinary Shares                                                                 7.30 a.m. on 10 November 2025                            
 Announcement of the results of Elections                                                                 10 November 2025                                         
 Calculation Date                                                                                         5.00 p.m. on 20 November 2025                            
 Latest time and date for receipt of proxy appointments from Shareholders for the Second General Meeting  9.00 a.m. on 25 November 2025                            
 Reclassification of the Ordinary Shares                                                                  8.00 a.m. on 26 November 2025                            
 Suspension of dealings in Reclassified Shares                                                            7.30 a.m. on 27 November 2025                            
 Second General Meeting                                                                                   9.00 a.m. on 27 November 2025                            
 Appointment of the Liquidators                                                                           27 November 2025                                         
 Effective Date and Transfer Agreement executed and implemented                                           27 November 2025                                         
 Announcement of the Company FAV per Share, the Adjusted Cash NAV per Share and the AJOT FAV per Share    27 November 2025                                         
 New AJOT Shares issued pursuant to the Scheme                                                            28 November 2025                                         
 First day of dealing in New AJOT Shares                                                                  28 November 2025                                         
 CREST accounts credited with, and dealings commence in, New AJOT Shares                                  28 November 2025                                         
 Cancellation of listing of Reclassified Shares                                                           as soon as practicable Effective Date                    
 Cheques expected to be despatched and CREST payments made to Shareholders in respect of the Cash Option  Not later than 10 Business Days from the Effective Date  
 Share certificates in respect of New AJOT Shares despatched                                              Not later than 10 Business Days from the Effective Date  
 The times and dates set out in the expected timetable of events above and mentioned throughout this announcement may be adjusted by the Company in which event details of the new times and dates will be notified, as requested, to the FCA, the London Stock Exchange and, where appropriate, Shareholders. All references to time in this announcement are to UK time. 

Enquiries:

 Fidelity Japan Trust PLC   David Graham (Chairman)  George Bayer (Company Secretary)  via Stifel            
                                                                                                             
 Stifel   Edward Gibson-Watt  Andrew Yeo                                               +44 (0) 20 7710 7600  
                                                                                                             

 

Legal Entity Identifier (LEI): 549300ND695NEJ5GPI72

This announcement is not for publication or distribution in or into the United
States of America.                      This announcement is not an offer of
securities for sale into the United States.                      The
securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration.                      No public offering of securities is being
made in the United States.



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