JPMorgan Emerging Europe, Middle East & Africa Securities plc Annual Report & Financial Statements for the year ended 31st October 2023
Key Features 2 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Your Company at a Glance Due to Russia’s invasion of Ukraine on 24th February 2022 and subsequent closure of the Russian market to Western investors, the Board proposed a resolution to widen the Company’s investment objective and policies, which was approved by shareholders on 23rd November 2022 as detailed below. The Company’s name was changed to JPMorgan Emerging Europe, Middle East & Africa Securities plc on the same date. Investment Objective To maximise total return to shareholders from a diversified portfolio of investments in Emerging Europe (including Russia), Middle East and Africa. Investment Policies The Company seeks to achieve its investment objective by investing in a diversified portfolio of securities of companies having their head office or exercising a predominant part of their activities in Central, Eastern and Southern Europe (including Russia), the Middle East and Africa including those markets that are considered as emerging markets according to the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP. The Company has not set any maximum or minimum exposures for any geographical regions or sectors and will achieve an appropriate spread of risk by investing in a diversified portfolio of primarily quoted equity and equity related securities including, for example (but without limitation) ordinary, preference, non-voting and convertible securities and warrants. Investment Limits and Restrictions The Board seeks to manage some of the Company’s risks by imposing various investment limits and restrictions. • The Company will not normally invest in unlisted securities. • At the time of purchase, the maximum permitted exposure to each individual company is 15% of the Company’s gross assets. • The Company will not normally invest in derivatives and, in any event, derivatives may only be used for the purpose of efficient portfolio management. • The Company will utilise liquidity and borrowings in a range of 10% net cash to 15% geared, (calculated at the time of drawdown), in typical market conditions. • No more than 15% of gross assets are to be invested in other UK listed investment companies (including investment trusts). Further details on investment policies and risk management are given on pages 29 and 30. Reference Index Following shareholder approval of the change to the Company’s Investment Objective and Investment Policies, the Company adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index. Previously, the Company’s benchmark was the RTS index in sterling terms. See the glossary of terms and APMs’ on page 94. Capital Structure UK domiciled. Full listing on the London Stock Exchange. At 31st October 2023, the Company’s share capital comprised 40,436,176 ordinary shares of 1p each. Continuation Vote A resolution that the Company continue as an investment trust will be put to Shareholders at the Annual General Meeting in 2027 and every five years thereafter. Discount Control Due to the current market turbulence since Russia’s invasion of Ukraine on 24th February 2022, the Company has not bought back shares in the Company. Management Company and Company Secretary The Company employs JPMorgan Funds Limited (‘JPMF’ or the ‘Manager’) as its Alternative Investment Fund Manager. JPMF delegates the management of the Company’s portfolio to JPMorgan Asset Management (UK) Limited (‘JPMAM’). Association of Investment Companies (AIC) The Company is a member of the AIC. www.theaic.co.uk Website The Company’s website, which can be found at www.jpmeemeasecurities.com includes useful information on the Company, such as daily prices, factsheets, current and historic half year and annual reports and how to buy shares in this Company. Contact the Company/Keeping in Touch General enquiries about the Company should be directed to the Company Secretary at [email protected] . The Board and the Portfolio Managers are keen to increase dialogue with shareholders and other interested parties. If you wish to sign up to receive email updates from the Company, including news and views and latest performance statistics, please click the QR Code to the right or visit https://tinyurl.com/JEMA-Sign-Up FINANCIAL CALENDAR Final results announced January Annual General Meeting March Half year end 30th April Half year results announced June Financial year end 31st October
Key Features J.P. Morgan Asset Management 3 We aim to meet the Company’s investment objective of maximising total return from investments in EMEA markets by identifying high quality businesses with high expected returns and the capacity to compound earnings, and generate sustainable dividends, over the long term.” Oleg I. Biryulyov, Investment Manager JPMorgan Emerging Europe, Middle East & Africa Securities plc “ The portfolio will continue to evolve over coming years as our target markets develop and deepen, and we look forward to reporting on the company’s further progress on its new and exciting journey.” Pandora Omaset, Investment Manager JPMorgan Emerging Europe, Middle East & Africa Securities plc “ Why invest in the JPMorgan Emerging Europe, Middle East & Africa Securities plc Our heritage and our team The predecessor of the Company was launched in 1994 as one of the first funds investing in the Russian market. The investment team, has been led by Oleg Biryulyov since launch, and he has first-hand knowledge of these complex markets. Oleg is joined by co-manager Pandora Omaset, and both benefit from J.P. Morgan Asset Management’s extensive network of emerging market specialists. Our investment approach under the new investment objective The Company is focused on maximising total return from a diversified portfolio of investments in Emerging Europe (including Russia), Middle East and Africa. The Managers invest in high quality businesses that compound earnings sustainably over the long term. This includes companies with the potential to grow due to their positions as national or global market leaders. The Managers’ in-depth fundamental analysis focuses on the economic, longevity and governance of a business. 30 Years’ experience in Emerging Europe (including Russia), Middle East and Africa 100 Emerging markets specialists based globally £1bn+ Invested in Emerging Europe (including Russia), Middle East and Africa equities
Strategic Report Financial Highlights 6 Chairman’s Statement 9 Investment Managers’ Report 12 Environmental, Social and Governance (‘ESG’) Report 18 Long Term Record 23 Portfolio Information 25 Company Purpose, Investment Objective, Policies and Guidelines 29 Principal and Emerging Risks 33 Long Term Viability 39 Duty to Promote the Success of the Company 40 Directors’ Report Board of Directors 45 Directors’ Report 46 Corporate Governance Statement 48 Audit Committee Report 53 Directors’ Remuneration Report 56 Statement of Directors’ Responsibilities 60 Independent Auditor’s Report 62 Financial Statements Statement of Comprehensive Income 68 Statement of Changes in Equity 68 Statement of Financial Position 69 Statement of Cash Flows 70 Notes to the Financial Statements 72 Shareholder Information Notice of Annual General Meeting 89 Glossary of Terms and Alternative Performance Measures (‘APMs’) (Unaudited) 93 Where to Buy JPMorgan Emerging Europe, Middle East & Africa Securities plc 96 Share Fraud Warning 97 Information About the Company 98 4 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Contents
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Financial Highlights 6 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Total returns (including dividends reinvested) 1st March 2023 to 31st October 2023 3 3 years 5 years 10 years 2023 2022 Cumulative Cumulative Cumulative Cumulative Return to shareholders 1,A Return on net assets 2,A Reference index return 3 Net asset return compared to reference index return Dividend per share +51.8% –90.5% –76.1% –71.2% 0.0% –94.9% –91.8% –91.1% n/a n/a n/a n/a 0.5p 15.0p n/a n/a n/a +10.0% +2.2% +0.3% +1.9% n/a –67.2% –89.3% n/a n/a 1 Source: Morningstar. Change in share price with dividends reinvested. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 Source: Morningstar. Following shareholder approval of the change to the Company’s Investment Objective and Investment Policies, the Company adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index with effect from 1st March 2023. Previously, the Company’s benchmark was the RTS index in sterling terms which has been suspended to western news services since 30th June 2022. Consequently, no benchmark or reference index performance is shown for periods starting prior to 1st March 2023. A Alternative Performance Measure (‘APM’). A glossary of terms and APMs’ is provided on pages 93 to 95.
Financial Highlights J.P. Morgan Asset Management 7 Strategic Report Summary of results 2023 2022 % change Net asset value, share price and discount at 31st October Shareholders’ funds (£’000) 18,880 18,888 0.0 Net asset value per share A 46.7p 46.7p 0.0 1 Net loss after taxation (£’000) (8) (355,177) Gross return/(loss) (£’000) 628 (352,832) Loss per share (0.02)p (877.44)p Share price 119.9p 79.0p +51.8 2 Exchange rate (US$ : £1) 1.21 1.15 +5.2 Exchange rate (Rouble : £1) 113.55 71.04 +59.8 Share price premium to net asset value per share A 156.7% 69.1% Shares in issue 40,436,176 40,436,176 Revenue for the year ended 31st October Gross revenue return (£’000) 850 6,029 –85.9 Net revenue return on ordinary activities after taxation (£’000) 306 4,314 –92.9 Revenue return per share 0.76p 10.66p –92.9 Dividend per share 0.5p 15.0p –100.0 Net cash at 31st October A 8.0% 89.8% Ongoing charges A 3.19% 1.22% 1 % change, excluding dividends paid. Including dividends, the returns would be 0.0%. 2 % change, excluding dividends paid. Including dividends, the return would be 51.8%. A Alternative Performance Measure (‘APM’). 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. A glossary of terms and APMs’ is provided on pages 93 to 95. Long Term Performance (total returns) at 31st October 2023 -100 -80 -60 -40 -20 0 20 40 60 10 Year 5 Year 3 Year 1 Year   Return to shareholders 1  Return on net assets 2 51.8 0.0 –67.2 –71.2 –91.1 –76.1 –91.8 –89.3
Chairman’s Statement 8 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Overview and performance In November, 2022 the Company received shareholder approval of the Company’s new investment objective. The operations, control structures and trading of securities under the new investment objective and using the Company’s new name were completed and commenced in the first half of this reporting period. The Company no longer has a benchmark index against which it is measured but the completion of this process allowed the Company to commence measurement of the performance of its portfolio against its new reference index, the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP on 1st March 2023. I am pleased to report that in the eight months from 1st March 2023 (from which date the new reference index applied) to 31st October 2023 the Company’s net asset value increased by 2.2%, an out-performance of 1.9% against the reference index. Although this annual report is for the 12 month period ended 31st October 2023, which resulted in no change in the Company’s net asset value (0.0%), the performance for the eight month period is also identified in the Financial highlights on page 6. This is because the Company’s new investment objective applied for this eight month period, enabling it to hold investments that could be traded and generate income. The eight month period to 31st October 2023 is also the focus of the Investment Managers’ Report on pages 12 to 17 of this report. On a share price total return basis, the Company returned 10.0% in the eight month period from 1st March to 31st October 2023. As at 31st October 2023, the Company’s share price was 119.9 pence, an increase of 51.8% in the 12 month period. As at 19th January 2024 the share price was 130.0 pence. The Company’s Portfolio The Company’s new investments acquired in this reporting period are considered to be in high quality companies, with a tilt towards value and income and a focus on maximising total return for shareholders. The new investments have also changed the portfolio’s geographical focus with Saudi Arabia, South Africa and UAE representing 31.7%, 23.8% and 14.2% of the portfolio respectively – see page 26. The tragic events in Ukraine since Russia’s military invasion commenced on 24th February 2022 continue to cast a shadow over the global economy. The valuation of the stocks that we hold in Russia were reduced to nominal values last year. The strict economic sanctions that followed the invasion have continued to reduce the valuation of the Company’s Russian assets in this 12 month reporting period to 31st October 2023. Additionally, the rouble has materially reduced in value against sterling and other currencies. Extensive details on the negative impact that the events in Ukraine have had on the Company are provided in my Chairman’s Statement included in the Company’s 2022 annual report and in the list of questions and answers (Q&A) available on the Company’s website www.jpmeemeasecurities.com . The Board has sought to keep shareholders informed of material developments arising in relation to the Company’s holdings in its Russian stocks during this continuing difficult period. In August and October 2023, the Board released RNS announcements referring to the tender offers received from Detsky Mir and Magnit, two companies in the Company’s portfolio, and to the Company’s participation in the Detsky Mir tender offer. The Board reiterates that where it is permissible and beneficial for shareholders under the current sanctions regime the Company’s Investment Manager will seek to participate in such corporate actions. On that basis the Company participated in the Detsky Mir tender offer which was being undertaken in Detsky Mir’s restructuring from being a public listed company to a private company. The Company’s application was successful and it received proceeds of RUB 286.2 million, (approx. £2.35 million based on exchange rates at that time). The proceeds are held in a custody ‘S’ account in Moscow and are not recognised in the Company’s net asset value (for further details regarding the ‘S’ account see below). The Board is also aware that some western institutions have been able to sell Russian stockholdings at a substantial discount to local exchange values where they are held through depository receipts in exchange for western currencies. Most of our holdings are held directly on the local exchange and some depository receipts. Where permissible and beneficial for shareholders under the current sanctions regime the Company’s Investment Manager may consider such actions. Eric Sanderson Chairman
Chairman’s Statement J.P. Morgan Asset Management 9 Strategic Report Revenue, earnings and dividend The Company’s net revenue for the 12 month period to 31st October 2023 after taxation was £306,000 (31st October 2022: £4,314,000) and the return per share, calculated on the basis of the average number of shares in issue, was 0.76 pence (31st October 2022: 10.66 pence) per share. These large reductions in the Company’s net revenue and return per share are understandable given the prohibition on receipt of dividends from Russian companies by foreign investors, introduced soon after Russia’s invasion of Ukraine in February 2022 which have eliminated the Company’s revenue from its Russian holdings in its accounts entirely. In addition, the securities added to the Company’s portfolio under the new investment objective were only acquired towards the end of the first half of this reporting period and therefore have had less time to make a positive impact on revenue. At present, the dividends paid from the Russian securities in the Company’s portfolio and the £2.35 million proceeds from the Detsky Mir tender are held in a custody ‘S’ account in Moscow. The balance on the ‘S’ account as at 31st October 2023 was equivalent to approximately £19.3 million at the exchange rate applicable on that date. The Company’s Manager is monitoring the receipts into the ‘S’ account against dividends announced by the portfolio companies, although there is no certainty that the sums in the ‘S’ account will ever be received by the Company. As at 31st October 2023, an additional £5.1 million of dividend income has been announced but is yet to be received. Your Board maintains a keen interest in this in order to be satisfied that all dividends due are in fact recorded in the ‘S’ account. The addition of this sum to dividends already in an ‘S’ account brings the total dividends received or announced in relation to our Russian holdings to £24.4 million. As previously detailed, these dividends cannot be remitted to the Company and may never be received. They are not recognised in the Company’s net asset value or in its income statement. Nonetheless I am pleased to announce that the Company will recommend the payment of a dividend of 0.5p per share. This will be funded from net revenue received during the year. Subject to shareholder approval the dividend will be paid on 15th March 2024 to shareholders on the Company’s register on 2nd February 2024 the ex dividend date being 1st February 2024. Going forward, the Board’s expectation is that an annual dividend will be paid if net revenue allows. Discount control Due to the continuing extreme market conditions that have created the unusual situation whereby the Company’s shares are currently trading at a very elevated premium to its net asset value, the Board has no current plans to reinstate the Company’s share discount control programme. As at 31st October 2023, the premium was 156.7%. The Board believes that this premium arises due to the market’s view of what the Company’s net assets are valued at and the likelihood of ultimately accessing the Russian assets and should not be interpreted as an indication that investors are more likely to derive any value from the Company’s Russian shareholdings. The Board acknowledges the significant vote against the resolution to amend the Company’s investment objective at the General Meeting on 23rd November 2022 and has sought feedback from shareholders to understand their concerns. Shareholders concerns and the actions undertaken to address them are detailed further in the Q&A available on the Company’s website www.jpmeemeasecurities.com . The Board reiterates that it has no current plans to buy back or issue shares in the Company. Environmental, Social and Governance Environmental, Social and Governance (‘ESG’) considerations are integrated into the Investment Managers’ investment process as set out in the ESG Report on page 18. The Board shares the Investment Managers’ view of the importance of ESG factors when making investments for the long term and of the necessity of continued engagement with investee companies throughout the duration of the investment where it is feasible.
Chairman’s Statement 10 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Task Force on Climate-related Financial Disclosures On 30th June 2023, JPMAM published its first UK Task Force on Climate-related Financial Disclosures Report (‘TCFD’) for the Company in respect of the year ended 31st December 2022. This was required in order to meet its regulatory requirements as the Company’s Manager. The report discloses estimates of the portfolio’s climate-related risks and opportunities according to the Financial Conduct Authority Environmental, Social and Governance Sourcebook and the Task Force on Climate-related Financial Disclosures Recommendations. The report is available under ESG Documents section on the Company’s website: www.jpmeemeasecurities.com This is the first report under the new guidelines and disclosure requirements. The Board is aware that best practice reporting under the TCFD regime is still evolving both with regard to metrics and input data quality, as well as the interpretation and implications of the outputs produced, and will continue to monitor developments as they occur. Investment Management Oleg Biryulyov and Pandora Omaset continue to be the Company’s Investment Managers supported by JPMorgan Asset Management’s Emerging Markets and Asia Pacific equities team (EMAP). JPMAM’s EMAP team consists of 100+ investment professionals based in both the UK and overseas. The Board receives regular reports on the service levels of the Manager and its key service providers and formally evaluated their services in September 2023. Following that review the Board concluded that it was satisfied with the current levels of service. On completion of the acquisition of new securities under the Company’s new investment objective on 1st March 2023, the Manager reinstated the management fee in respect of the Company’s net assets, excluding the Russian holdings, with effect from the same date. The acquisition of the new securities were undertaken by the Manager using their established integrated ESG procedures. For further details please see the Investment Managers’ Report on page 12. Board Composition Your Board has been considering whether or not it would be appropriate to recruit an additional board member at present. The board has sought to balance the requirements to be effective and have resources to achieve long term sustainable success together with the need to manage ongoing costs. Given that the Company has now established a source of dividend income from its new portfolio, it has decided to commence the search for a fourth director. A third party independent search consultant has been engaged to identify appropriate candidates for this role with the aim of making the appointment in 2024. Annual general meeting The Company’s Annual General Meeting (AGM) will be held on Monday 4th March 2024 at 2.30 p.m. at 60 Victoria Embankment, London EC4Y 0JP. We are pleased to invite shareholders to join us in person for the Company’s AGM, hear from the Investment Managers and ask questions. Shareholders wishing to follow the AGM proceedings but choosing not to attend in person will be able to view proceedings live and ask questions (but not vote) through conferencing software. Details on how to register, together with access details, will be available shortly on the Company’s website at www.jpmeemeasecurities.com or by contacting the Company Secretary at [email protected] My fellow Board members, representatives of JPMorgan and I look forward to the opportunity to meet and speak with shareholders after the formalities of the meeting have been concluded. Shareholders who are unable to attend the AGM are strongly encouraged to submit their proxy votes in advance of the meeting, so that they are registered and recorded at the AGM. Proxy votes can be lodged in advance of the AGM either by post or electronically: detailed instructions are included in the Notes to the Notice of Annual General Meeting on pages 89 to 92. If there are any changes to these arrangements for the AGM, the Company will update shareholders via the Company’s website.
Chairman’s Statement J.P. Morgan Asset Management 11 Strategic Report Outlook With little prospect of Russia’s invasion of Ukraine being resolved in the foreseeable future or limiting of the existing strict economic sanctions, the Company’s new investment objective at least helps the Company steer through this very difficult period. Although cognisant of the Company’s continuing holdings in Russian companies, the challenge for the Board is to use the new investment objective to grow the Company’s assets in a way that promotes the success of the Company for the benefit of the members as a whole. The Board is confident that, with the assistance of the JPMorgan EMAP team over the long term and a supportive political and regulatory environment, its new investment objective is achievable. Eric Sanderson Chairman 23rd January 2024
Investment Managers’ Report 12 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Introduction As discussed in the Chairman’s Statement of this report, and in previous reporting, the Company’s Russian holdings continue to be effectively ‘frozen’. This Investment Managers’ Report therefore relates to the new investments acquired by the Company under its revised investment objective, which is to maximise total return to shareholders from a diversified portfolio of investments in Emerging Europe (including Russia), Middle East and Africa (EMEA). This new investment objective was approved by shareholders in November 2022 and we finished restructuring the Company in February 2023. This Report thus covers eight months of investment commencing on 1st March 2023, and ending on 31st October 2023. Performance During the period from 1st March 2023 to 31st October 2023, the Company’s new investments rose 2.2% on a net asset value (NAV) basis, an out-performance of 1.9% against the reference index, the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP, which rose by a lacklustre 0.3%. Portfolio At the end of the financial year, the Company’s portfolio comprised 89 stocks, compared to 87 holdings at the end of the financial half year. Of these, 26 are Russian securities, one less than at the financial half year end due to the change in status of Detsky Mir into a private company and the tender offer that followed in which the Company participated. The Company’s Russian securities comprise approximately 8% of the written down value of the portfolio. As mentioned above, the Companies Russian securities are presently ‘frozen’, and their valuations have been discounted accordingly. The Company’s holding in the JPM Liquidity fund is not included in the above numbers. Market backdrop During the review period, EMEA markets were, as usual, driven in part by developments beyond the Company’s investable universe. Disappointment in the performance of the Chinese economy since its reopening in late 2022 weighed on investor sentiment not only in Asia, but also in other emerging markets, and across the developed world, as Chinese export demand has been weaker than expected. Investors are also concerned about ongoing issues in the Chinese property sector. The rapid increase in global interest rates over the past two years has been slow to register on economic activity, but the spectre of recession in the US and other western economies cast a pall over these markets for much of the past year. However, higher rates have been supportive for most financial names in these markets, boosting margins and dividends. Within EMEA markets, the oil price remained the key determinant of market direction, and it has been volatile over the past year. News in May 2023 that the OPEC+ group of oil producers had agreed to cut production, removing about 1.5 million bbl per day from supply, supported the oil price during the 3rd quarter of 2023 (‘3Q23’), but concerns about economic growth and stability of demand set downward pressure. This ‘tug of war’ tends to occur on the derivative market when ‘real oil’ markets are far more stable and mostly focused on volumes rather than price volatility. Thus, we saw the price end the period close to where it began. The reduction in oil production and oil price volatility ensured most major Middle Eastern oil producers struggled to make gains over the period. The notable exception was ARAMCO, the world’s largest oil producer, and one of our largest positions, which benefitted from better than expected income reported for 3Q23 and consequent announcement of additional dividend pay out above the previously declared range. Political developments were another significant driver for EMEA regional markets. In Poland, market euphoria in response to the victory for progressive opposition parties in national elections seems to us to be overdone, as we do not expect the change of government to result in any major changes to the country’s economic outlook. In Turkey, the confirmation of President Erdogan for another five-year term came as no surprise, but investors, especially those from abroad, welcomed the appointment of market-friendly heads to both the central bank and the Ministry of Economy. The President has given them clear mandates to fight inflation and rationalise economic policy, but this will be a long and difficult task. As we outlined in the Company’s Half Year Report, Turkey faces several significant macroeconomic challenges, and we are sceptical that the market’s recent gains can be sustained. Oleg I. Biryulyov Investment manager Pandora Omaset Investment manager
Investment Managers’ Report J.P. Morgan Asset Management 13 Strategic Report However, recent events at least hold out hope for some improvement in the Turkish economy, and we may be tempted to invest in this market if these early positive signs are followed by concrete evidence that the investment environment has stabilised. Elsewhere, the sudden, violent developments in Israel and Gaza shocked the world, but are unlikely, in our view, to escalate into broader conflict across the Middle East. However, their longer-term implications for the regional and global political situation, while still unclear, are likely to be profound. Events in Poland and Turkey saw these markets outperform relative to other countries in the reference index over the review period on the market assessment that their country risk premia had diminished. Greece also did well, thanks to upward revisions to the earnings outlook., Greece is going through the process of upward adjustment of the investment grade of its debt. This upward revision led to a reduction in the costs of equity and increase market acceptance of investment multiples. Cuts to oil production saw Saudi Arabia and UAE underperform. South Africa also lagged due to long running concerns about stability of electricity supply and negative earnings momentum related to lower consumption rates of the population and profit margin squeezes for business. Another notable feature of the past year was the poor relative performance of large stocks such as those within the financial and petrochemical industries, while mid-caps such as Al Arabia (largest outdoor advertising Company in Kingdom of Saudi Arabia) and Saudi companies ELM, an IT services company and Riyadh Cables, a supplier of power transmission and communication cables, outperformed. Newly listed names such as oil and gas companies ADES, Abu Dhabi National Oil Company (ADNOC) Drilling and ADNOC Logistics & Services (L&S), also outperformed. Disappointingly, large caps in the Middle East region, mostly consisting of banks, had a mediocre year. Investors were concerned that liquidity would not support market growth and faster repricing of deposits rather than loans will create challenges for earnings momentum. In addition, the Petrochemical sector is suffering global competition from Asia, mostly Chinese players. When new names were listed with realistic prices and clear dividend policies, this created anchor valuations and helped the new issues experience strong gains in early trading. Investment strategy We aim to meet the Company’s investment objective of maximising total return from investments in EMEA markets by identifying high quality businesses with high expected returns and the capacity to compound earnings, and generate sustainable dividends, over the long term. This includes companies with the potential to grow due to their positions as national or global market leaders. However, we aim to buy stocks at reasonable prices, so recent acquisitions have a value tilt. We adopt a bottom-up stock selection process, drawing on the in-depth fundamental analysis of JPMorgan’s Emerging Markets and Asia Pacific (EMAP) equity research team, which includes assessments of the longevity of a business’s investment case, and the quality of its management and governance practices. Our investment approach is permeated by three broad themes: Commodity sensitivities: EMEA countries are rich in a variety of commodities – not only oil and gas, but also platinum, gold and copper. We are especially interested in companies with exposure to the global transition to renewable energy. For example, the Company is invested in global mining gold company AngloGold Ashanti. Other portfolio holdings driven by the commodities theme include Motor Oil Hellas, a Greek energy company, MOL (Hungarian refinery), ARAMCO (The ‘Oil company of the world’) and several industrial companies including Saudi Basic Industries Corporation, a fertiliser producer, and Sahara Petrochemical Company. Mass market consumption: Sixty percent of the population of EMEA countries is less than 25 years old, and this percentage is forecast to continue rising. The youthfulness of the population is a major boon for consumption, as this demographic is tech savvy and thus easy for digital marketers to access, and younger people have a higher propensity to spend than older generations. As incomes across EMEA regions are relatively low by global standards, we look for companies selling affordable products which are differentiated from their competitors by their strong branding and customer service. Many day-to-day household spending decisions are made by women, so companies focused on products of potential interest to them are another focus. Leejam Sports, a Saudi Arabian company specialising in
Investment Managers’ Report 14 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report women-only gyms, is one portfolio holding driven by this theme. The company’s innovative, female-focused approach is proving very popular, with new gyms fully subscribed as soon as they open. Other portfolio holdings underpinned by this theme include two pharmaceutical companies, South Africa’s Clicks and Hungary’s Richter. Clicks focuses on pharmacy, health and beauty items, while Richter specialises in women’s healthcare and wellbeing products. Technology adopters: Many EMEA countries, especially in Africa, are dogged by structural challenges which can often seem intractable, given the economic and fiscal constraints and political uncertainties endemic in the region, so we seek out companies that are able to ‘leapfrog’ these challenges, or provide much-needed consumer services which the market, or governments, have otherwise failed to supply. For example, Vodafone is empowering consumers in many EMEA countries with electronic payments systems and mobile access to banking and insurance services, including in remote areas, thereby removing the need for customers to travel long distances to access these services. Other portfolio holdings motivated by this theme include telecoms companies such as Kenya’s Safaricom and South Africa’s MTN, Capitec, a South African bank, and two Polish companies, InPost, and STS Holdings. InPost operates an e-commerce platform providing parcel delivery services, while STS is an on-line sport betting company. How have specific sectors and stocks fared over the review period? Telecommunications companies, including our positions in Arabian Contracting Services, Emirates Telecoms and MTN Group were surprisingly strong, thanks to continued growth in subscriptions, which lays the basis for improved profitability. This sector was the most significant contributor to returns over the period. Consumer discretionary names also enhanced returns, due in part to our positions in some mid-cap consumer names, including Al Arabia and ELM. The share prices of both these companies more than doubled over the period. Our holdings in Greek companies, JUMBO, a retailer specialising in toys, gifts and stationery, and OPAP, a lottery and sports betting company, also did well, as did our position in Leejam Sports. However, our holdings in other consumer companies such as Almarai, a Saudi supplier of packaged goods and African retailers Pepkor and Mr Price detracted. Our position in KRUK, a Polish credit services provider, made good contribution to our performance. It was a reflection of better profitability on operational leverage as well as geographical diversification of earnings. Our energy sector holdings contributed to performance, due in part to our exposure to oil service names. During the year, we took the opportunities presented by the IPOs of ADES, ADNOC Drilling and ADNOC L&S, mentioned above, to acquire exposure, and all performed strongly post-listing. Our position in ARAMCO also added to returns thanks to the company’s outperformance over the period, as discussed above. Elsewhere the valuation of companies providing medical care in Saudi hospitals continued to climb, and our exposure to Mouwasat Medical Services Company benefitted accordingly. However, these names are looking increasingly expensive, and we took the opportunity to take some profits on Dr Sulaiman Habib Medical Services Group. The main detractor from performance at the sector level was utilities, due to the strong performance of ACWA Power, a Saudi provider of electricity and water desalination, which was climbing to new highs in terms of investment multiples. The performance of financials was lacklustre, dragged down by Middle East and Polish banks. Large names underperforming, as discussed above, while small, mid-cap and peripheral banks did relatively well, thanks to Alinma Bank (Saudi Arabia) , Riyadh Bank (Saudi Arabia) as well as Halyk Bank (Kazakhstan) with Banca Transilvania (Romania). Our holdings in mid-cap Greek bank Piraeus and in Poland’s insurer PZU, contributed to returns accordingly, as did our positions in Kazakhstan’s KASPI and Georgian bank TBC. We were a bit slow in reducing our exposure to petrochemical holdings, particularly Sabic, the Saudi agrochemicals company, and that ultimately prevented us from adding to relative gains. Unusually high levels of global instability increased demand for gold as a safe haven. Our holdings in South African gold miners such as Gold Fields AngloGold Ashanti were a great proxy for this theme, although near term performance fluctuates in response to gold price volatility and their contribution to returns over the period was limited.
Investment Managers’ Report J.P. Morgan Asset Management 15 Strategic Report At the country level, our overweight to Greece and Kazakhstan enhanced returns, while our decision to avoid Turkey, and underweight Poland, detracted from returns due the strong relative performance of these markets, as discussed above. Performance attribution From 1st March 2023 to 31st October 2023 % % Contributions to Total Returns From 1st March 2023 Reference Index 0.3 1 Asset allocation 0.6 Stock selection 3.4 Gearing/(net cash) 0.1 Investment Manager contribution 4.1 Portfolio return 4.4 Management fee/other expenses 2 –2.2 Return on net assets APM 2.2 Effect of movement in discount over the year 7.8 Return to shareholders APM 10.0 Source: FactSet, JPMAM and Morningstar. All figures are on a Cum Income total return basis. Performance attribution analyses how the Company achieved its recorded performance relative to its reference index. Reference Index used. S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP 1 Since S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP was adopted as a reference index on (1st March 2023). 2 The Ongoing Charge of 3.19% that will be published in Annual Accounts as at 31st October has been used in these calculations. APM Alternative Performance Measure (‘APM’). Portfolio positioning Although our investment strategy has a quality bias, the investment universe defined by our reference index is presently dominated by companies rated by JPMorgan analysts as ‘trading’ stocks, the lowest of their three designations of ‘premium’, ‘quality’ and ‘trading’. This is in part because regional equity markets are still young, and in the early stages of development, and also because JPMorgan’s analytical framework requires companies to possess a track record of at least five years before they can be rated more highly. Another notable feature of the EMEA investment universe is that commodity names and financials feature heavily, although the index will broaden out over time as economies and financial markets develop, and we are excited about the prospect of looking deeper into these markets as they evolve. However, despite the current market concentration around these sectors, the Company’s reference index already contains more than 600 names – a much larger and more diverse investment universe compared to the very limited number of stocks previously available to us in Russia, and we see many compelling opportunities across the EMEA regions. During the review period, in addition to our participation in several IPOs, as discussed above, we also added to our overweight in The United Arab Emirates (UAE), via the acquisition of ADNOC group names on IPOs. We opened positions in Humansoft, a Kuwaiti education company, Oredo, a Qatari telecom company, and Arabian Centres, a Saudi real estate company, on the back of company meetings and reviews of these businesses. We reinstated a position in OTE, a Greek telecom, on the view that the price correction in 1Q23 was good enough to re-enter the name but this stock has since declined due to ongoing competition and a ’price war’. However, the holding is small, so its impact on performance has been limited, and we have retained the position due to our confidence in the company’s longer-term prospects. We opened a position in Sahara International, a Saudi petrochemical producer, funded by a switch out of its competitors Borouge and Saudi Agri-Nuitriens Company. Following a meeting with Sahara, and
Investment Managers’ Report 16 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report a review of the sector, we concluded that Sahara is a better play on the sector than our previous holdings. A research trip to South Africa in June resulted in several adjustments to the portfolio, across consumer names and banks. For example, we exited TFG, Mr Price and Truworths. We also closed a position in Polish sports betting company STS Holding, in response to a buy-out offer. At the country level, we are most positive about Greece (GR). As we discussed in the Half Year report, we view Greece as a classic rerating story – unloved and under-owned but possessing great potential, led by the country’s banks, thanks to an advantageous funding arrangement provided by the European Central Bank. This arrangement has facilitated a restructuring of their corporate loan and mortgage books, which is now almost complete, and should lift bank valuations over time. We also believe the market does yet fully appreciate the progress Greece has made since the global financial crisis and we see scope for further upgrades and multiple expansion over time. Consistent with our focus on income, we also like the high dividend policies of Greek consumer companies JUMBO and OPAP, mentioned above. We have maintained our negative view on Turkey (TR), and our caution on Poland, as discussed above, and the recent outperformance of these markets has meant that our underweights to these countries have increased proportionally. Our underweights to Kuwait (KU) and Qatar (QA) reflect our preference for Saudi Arabia and the UAE, whose markets are more liquid and transparent. The Company’s top 10 holdings can be seen on page 25. Al Rajhi Bank is the largest Saudi bank, with a focus on retail business. We like the company’s mortgage business for its long duration, although we have recently reduced exposure marginally, due to a decline in the share price. ARAMCO – Saudi Arabia’s oil giant. It has the lowest costs of production and will be the last man standing in the industry regardless of oil price. It has an upward scaled dividend policy with increasing distribution of profit if oil price gains rise above their expectations. Naspers – a South African internet content and information company. We view this holding as a play on China’s Tencent, which we believe is currently undervalued and likely to recover over time. Saudi National Bank – the second largest bank in Saudi Arabia, with a focus on corporate lending. Attractive valuations and steady return on equity (‘ROE’) make them a national leader. First Rand – the largest bank in South Africa, which we favour due to its very strong (+20%) return on ROE and its +7% dividend yield. Qatar National Bank – a leading Qatari bank with an attractive valuation. Saudi Telecom – provides exposure to trend growth in consumption spending in the Kingdom. Standard Bank – a South African bank which we like due to its well-diversified exposure to retail and corporate banking activities. Gold Fields – a South African gold mining company which is the portfolio’s key play on the gold price. Alinma Bank – a second tier private Saudi Arabian bank, which we favour due to its exposure to SMEs and retail clients. Outlook We expect inflation in the US and other developed markets to remain elevated for some time, and it is unclear when rates will begin to decline in these countries, but contrary to the consensus view, we do not expect the US to slip into recession. This should be a key positive for global investor sentiment in 2024, although investors are likely to remain somewhat cautious ahead of the US Presidential election. Within EMEA regions, we expect inflation pressures to ease in response to interest rate tightening already in place. However, higher rates suggest that in aggregate, growth in EMEA will slow in 2024, although economic prospects vary between countries. We expect the Greek economy to grow by around 2-3% over 2024, while the Hungarian economy looks set to accelerate now the government has tamed inflation. Elsewhere in central Europe, Turkey and Africa, the recovery seen in 2023 may lose
Investment Managers’ Report J.P. Morgan Asset Management 17 Strategic Report momentum in 2024. It is particularly difficult to be positive about Poland’s prospects, as tight fiscal policy will constrain activity, and consumer spending is unlikely to pick up the slack. We see a risk of negative surprises in this market after the relative strong performance during 2023. In the Middle East, oil will, as ever, be the key driver of economic performance and markets. We expect oil and gas prices to firm in 2024, supported by OPEC+’s decision to cut daily output by a further 1.5 million bbl from 1st January 2024. This will reduce daily oil production by a total of 3 million bbl compared to this time last year – an unprecedented cut which will support energy companies. However, these cuts will result in slower growth in the Gulf’s major oil-producing nations. South Africa and Turkey will see key elections in Q1 2024. In South Africa, our baseline assumption is that the election will maintain the status quo, with the ANC retaining its grip on power. The market is also likely to price in this outcome, although some reduction in South Africa’s country risk premium is very likely after the election. Beyond the elections, we expect GDP growth of 1.0-1.5%, although any reforms within the troubled power generation sector, which has been plagued with constant blackouts and political scandal, or in transportation, may add 0.5-1.5 percentage points to annual growth. In Turkey, municipal elections are most important as a measure of President Erdogan’s political popularity, which remains relatively low in metropolitan areas. Once these elections are over, we are likely to see an acceleration of monetary tightening to address inflation pressures, and some currency devaluation. So, in contrast to the situation in South Africa, we expect to see an increase in Turkey’s country risk premium in Q224. We will therefore continue to steer clear of this market in the near-term, as we await evidence of a clear improvement in the investment environment, as discussed above. On the earnings front, we are more positive than consensus for 2023. We expect EPS to be 10-20% higher than in 2022, followed by a further 5-10% rise in 2024. Banks will lead the way, as revenues continue to rise faster than costs, thanks to elevated net interest margins. The portfolio’s exposure to financials will benefit accordingly. And with banks comprising almost 40% of the index, this should prove supportive for the entire market. Regardless of events over the coming year, we remain positive about the longer-term outlook for emerging markets in Europe, the Middle East and Africa, and we believe that these regions offer investors compelling opportunities for both growth and income, at attractive valuations. Furthermore, these markets will continue to grow and evolve very rapidly, generating new opportunities as more and diverse companies enter the investment universe. This is very promising backdrop for our ongoing search for high quality, attractively priced investments across the region. Our confidence in the success of our quest is enhanced by the fact that it is well-supported by the depth and strength of JPMorgan Asset Management’s research resources, which we believe provide us with a distinct competitive advantage, as research coverage of much of the region is still very low. The portfolio will continue to evolve over coming years as our target markets develop and deepen, and we look forward to reporting on the Company’s further progress on its new and exciting journey. We thank you for your ongoing support. Oleg I. Biryulyov Pandora Omaset Investment Managers 23rd January 2024
Environmental, Social and Governance (‘ESG’) Report 18 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Note Russia’s invasion of Ukraine on 24th February 2022 and the effective closure of trading on the Russian equity markets has prevented J.P. Morgan Asset Management (‘manager’/‘we’/'us') from applying its usual ESG procedures to the Russian securities in JPMorgan Emerging Europe, Middle East & Africa Securities plc’s (‘the Company’) portfolio. The following details below refer to the Manager’s usual ESG processes that applied to all the companies in the Company’s portfolio before the invasion and all the securities acquired by the Company in 2023 following the widening of its investment objective in November 2022. The Company’s ESG processes detailed below in respect of its Russian held securities will recommence as soon as permissible. Introduction ESG is an acronym which stands for Environmental, Social and Governance. It has become a convenient label for describing the broad field of sustainability in the corporate sector and is widely used when assessing the environmental impact of businesses, when considering how companies acquit themselves in respect of their broad social responsibilities, and when reviewing the practices and standards used in governing corporate organisations. Awareness of these issues has increased significantly in recent years among investment practitioners and their clients, and indeed in society at large, and our practices at J.P.Morgan Asset Management have been at the forefront of these developments. In these pages we explain how our approach has developed and how it is applied for the benefit of shareholders in this investment trust. The basics: what is ESG? E is for Environmental. This component considers a company’s impact on the world we live in, relating to the quality and functioning of the natural environment and natural systems. S is for Social. Social factors address the way that companies act within society; this includes the way that employee interests are managed, and the broader impact a company has on society. G is for Governance. This component relates to how companies are managed. It considers the measures that protect shareholder interests as well as the way any company meets regulatory and other external obligations. Why do we integrate ESG into our investment processes? Consideration of sustainability is intrinsic to our long-term approach to investment. When we invest our clients’ assets, we have to make judgements about the future risks and rewards of any investment. Those risks and rewards have always included all ESG factors because they have the potential to affect the future value of a security. A business that produces huge amounts of carbon emissions or plastic waste, for example, is likely to find itself the subject of scrutiny from regulators and consumers and failure to anticipate this and to change will likely bring a loss of value for shareholders in the long run. The same is true of businesses that neglect their social responsibilities or fail in matters of governance. In all these instances, investors will eventually assign a higher discount rate to future cash flows, with consequences for the price of that company’s securities. ESG Integration within the Company’s portfolio We integrate ESG considerations across all three parts of our qualitative assessment of a business. Firstly, we assign each business a strategic classification which is a label of franchise quality that ranges from Premium (best) to Quality and then to Trading and Structurally Challenged. This label is arrived at after a thorough examination of Economics (does the business create value for shareholders), Duration (can this value creation be sustained) and Governance (how will governance impact shareholder value). Environmental and Social issues have always been part of our assessment of Duration, along with broader considerations like the competitive and regulatory landscape faced by the business. Secondly, our research analysts complete a 98-question risk profile for each of the 1,000+ companies covered. Two thirds of these questions relate to environmental, social and governance issues with the remainder considering broader aspects of risk such as financial risk and regulatory risk. Thirdly, our analysts complete an ESG materiality score for every stock under coverage. The materiality framework splits our investable universe into over 50 sub-industries with companies scored only on the ESG issues that are likely to be financially material to the industry in which they operate. For example, we analyse software companies on issues of cyber security and carbon footprint of data centres of their data centres, while we focus more on environmental and safety issues for commodity extraction and processing names.
Environmental, Social and Governance (‘ESG’) Report J.P. Morgan Asset Management 19 Strategic Report Engagement Consideration of ESG issues should not be seen as a purely reactive activity in investment. It also involves active engagement with investee companies to promote standards, principles and outcomes that we would like to see companies demonstrate in practice. The purpose of this report is to explain how we are setting about achieving these aspirations and to share examples of progress as we continue to seek ever more productive corporate engagement. Each example has been tagged to one of our Six Investment Stewardship Principles. These are the highest-level statement of universal priorities that we have. They are set by our Global Sustainable Investing Function and are principles we believe will have universal applicability and stand the test of time, and are as follows: We hope the case studies set out below help illustrate how these principles and frameworks work together to create a coherent and effective approach to corporate engagement. The companies mentioned highlight engagement we have had in the broad investment universe: Saudi Aramco Saudi Aramco released its inaugural sustainability report in 2022, for the first time setting emissions reduction targets and reporting on a number of non-financial KPIs. This year they have released a second report which is a natural evolution. We met with the Chief Sustainability Officer (CSO) to understand some of the key items upon which the strategy rests and how they plan to achieve and finance initiatives. The 2022 report outlines the five key levers it will use to meet its operational targets: energy efficiency, further reductions in methane and flaring, increased use of renewable energy sources, carbon capture and storage (CCS) and development or purchase of offsets to help address hard-to-abate emissions. We asked how these were quantified, noting in particularly that the majority of reductions would be achieved through offsets. The CSO explained that this was largely based on abatement cost curves, noting CCS is very costly today, though likely to come down over the next decade (2022 saw the company’s announcement of Jubail CCS hub, planned to be one of the largest in the world). In regards to renewable energy usage, they will be dependent on agreements with the government and partners in the country to enable this as Aramco will not be developing these themselves for their own usage. We reiterated the ask for clearer information on the investments that will support the company’s decarbonisation plans. One of the company’s big announcements in 2022 was its $1.5 billion Sustainability Fund. The company confirmed that this is a venture fund dedicated to innovative state of the art carbon solutions, for example, Direct Air Capture. Delivery of the operational targets will be via capital expenditure which for 2023, they estimate overall to be $45 billion to $55 billion with approximately 10% dedicated to low carbon but longer term this is likely to be 10% to 15%. The CSO shared some of the challenges they have in defining ‘low carbon’ or ‘green’ capital expenditure figures and we reiterated that more granular information on capital expenditure per lever would be helpful for us to understand returns and the costs of decarbonisation, whilst avoiding confusion on definitions. Environmental Social Governance Climate change Natural capital and ecosystems Governance Strategy alignment with the long term Human capital management Stakeholder engagement
Environmental, Social and Governance (‘ESG’) Report 20 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report We explained that we expected more enhanced reporting on their scenario analysis assessments this year. The CSO agreed that they had signalled enhancements would come but that discussions on disclosure have been intense internally. The company will raise crude oil output from 12 million to 13 million barrels per day by 2027 underpinned by their assessment of future demand across a range of scenarios. They hope to disclose more on their scenario analysis but will of course need to be mindful of sensitivities around alignment with what the government is saying on these aspects and the signals sent to the market. Tupras Tupras is within the reference index used by the Company, but not currently held. However, it is considered useful to identify the engagement undertaken as it highlights our engagement more broadly within the investment universe, rather than solely with the stocks held by the Company. During 2023 JPMAM engaged with Tupras` (Turkey, Energy) management to better understand their ESG progress and focus areas for the next few years. A key area with encouraging improvements concerns Health and Safety Performance as evidenced by indicators in various reporting periods. The company has been releasing sustainability reports since 2007, with the last one relating to the performance year of 2022. It is a signatory of the UN Global Compact and aims at reaching carbon neutrality by 2050. Tupras has a Strategic Transition Plan, which, among others, underscores important priorities such as investments in biofuels, zero carbon electricity, and green energy. In 2022, 50% of the total capex was comprised of ESG related investments. In addition, Tupras intends to invest US$5billion by 2035 and US$10billion by 2050, all within the scope of the Strategic Transition Plan. Proxy Voting J.P. Morgan Asset Management exercises the voting rights of shares held in all client portfolios where entrusted with this responsibility. We seek to vote in a prudent and diligent manner, based exclusively on our reasonable judgement of what will best serve the financial interests of our clients. So far as is practicable, we will vote at all of the meetings called by companies in which we are invested. A summary of key voting statistics and activity for the Company during the period is detailed below: Against/ Abstain Total % Against/ For Against Abstain Total Items Abstain Audit Related 43 11 0 11 54 20% Capitalisation 78 4 0 4 82 5% Company Articles 78 18 0 18 96 19% Compensation 185 32 0 32 217 15% Director Election 103 8 76 84 187 45% Director Related 171 12 0 12 183 7% Environmental & Social 8 0 0 0 8 0% Non-Routine Business 148 11 0 11 159 7% Routine Business 218 2 0 2 220 1% Strategic Transaction 22 3 0 3 25 12% Takeover Related 1 0 0 0 1 0% Miscellaneous 13 2 0 2 15 13% Total 1068 103 76 179 1247 14%
Environmental, Social and Governance (‘ESG’) Report J.P. Morgan Asset Management 21 Strategic Report The future We know that the Directors of JPMorgan European Emerging Europe, Middle East & Africa Securities plc see attention to ESG factors as critical in their assessment of us as Investment Manager. We expect ESG to remain a dominant theme within the financial services industry going forward; the course being taken by regulators suggests that its importance will only increase in years to come; our research process and the investment judgements we make will continue to reflect that and to evolve as necessary. In investing in JPMorgan European Emerging Europe, Middle East & Africa Securities plc’s assets, we have always looked for companies with the ability to create value in a sustainable way and that will not change. J.P. Morgan Asset Management
Performance since adoption of new reference index on 1st March 2023 Figures rebased to 100 since 28th February Ten year performance Figures have been rebased to 100 at 31st October 2013 60 80 100 120 140 31/10/2023 30/09/2023 31/08/2023 31/07/2023 30/06/2023 31/05/2023 30/04/2023 31/03/2023 28/02/2023   Return to shareholders1  Return on net assets2   Reference index return3 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 Until 1st March 2023, the Company’s benchmark was the RTS index in sterling terms, which has been suspended to western news services. Consequently no benchmark information is provided for periods after 28th February 2022. Since 1st March 2023, the Company has adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index, following the change to the Company's Investment Objective and Investment Policies, see below. 0 20 40 60 80 100 120 140 160 180 200 220 240 260 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013   Return to shareholders 1  Return on net assets 2   Benchmark return 3 Long Term Record 22 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 Following shareholder approval of the change to the Company’s Investment Objective and Investment Policies, the Company adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index with effect from 1st March 2023.
Long Term Record J.P. Morgan Asset Management 23 Strategic Report Performance relative to new reference index, since 1st March 2023 Figures rebased to 100 since 28th February 2023 60 80 100 120 140 31/10/2023 30/09/2023 31/08/2023 31/07/2023 30/06/2023 31/05/2023 30/04/2023 31/03/2023 28/02/2023   Return to shareholders 1  Return on net assets 2  Reference index 3 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 The Company’s benchmark was the RTS index in sterling terms which has been suspended to western news services. Consequently no benchmark information is provided for periods after 28th February 2022. Since 1st March 2023, the Company has adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index, following the change to the Company’s Investment Objective and Investment Policies. 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 Following shareholder approval of the change to the Company’s Investment Objective and Investment Policies, the Company adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index with effect from 1st March 2023. Performance relative to old benchmark Figures have been rebased to 100 at 31st October 2013. 0 20 40 60 80 100 120 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013   Return to shareholders 1  Return on net assets 2  Benchmark index 3
Long Term Record 24 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Ten year financial record At 31st October 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Net assets (£’m) 332.4 236.4 194.6 284.9 300.4 303.2 360.3 266.1 397.0 18.9 18.9 Net asset value per share (p) A 631.1 450.0 371.9 544.3 574.7 617.6 780.8 613.4 973.6 46.7 46.7 Share price (p) 560.0 386.8 320.5 455.0 491.5 500.0 694.0 545.0 864.0 79.0 119.9 Share price (discount)/premium (%) A (11.3) (14.0) (13.8) (16.4) (14.5) (19.0) (11.1) (11.2) (11.3) 69.1 156.7 (Net Cash)/gearing (%) A (2.3) (1.0) (1.4) (1.8) (2.1) (1.3) (0.8) (1.6) (2.8) (89.8) (8.0) Ongoing charges (%) A 1.44 1.50 1.43 1.40 1.33 1.33 1.28 1.29 1.21 1.22 3.19 Year ended 31st October Gross revenue (£’000) 12,902 9,383 13,598 11,109 15,980 19,207 25,025 20,207 19,701 6,029 850 Revenue return per share (p) 18.14 13.38 19.60 15.47 23.97 29.58 40.04 34.01 35.53 10.66 0.76 Dividends per share (p) 1 15.3 13.0 17.0 14.0 21.0 26.0 35.0 35.0 35.0 15.0 0.5 Rebased to 100 at 31st October 2013 Total return to shareholders 2,A 100.0 71.2 61.5 94.2 106.6 113.9 165.7 137.5 228.0 21.6 32.8 Total return on net assets 3,A 100.0 73.3 63.0 98.2 107.8 120.8 159.1 131.2 211.3 10.8 10.8 Benchmark total return 4 100.0 79.0 68.4 103.2 111.9 123.7 164.0 130.0 221.4 n/a n/a 1 2015 includes a special dividend of 4.0p. 2 Source: Morningstar. 3 Source: Morningstar/J.P. Morgan, using net asset value per share. 4 Source: Morningstar. Until 28th February 2023, the Company’s benchmark was the RTS index in sterling terms which has been suspended to western news services since February 2022. Consequently, no benchmark returns are provided for periods after 28th February 2022. Since 1st March 2023, the Company adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index, following shareholder approval of the change to the Company’s Investment Objective and Investment Policies. Refer to page 6 for total returns since 1st March 2023. A Alternative Performance Measure (‘APM’). A glossary of terms and APMs’ is provided on pages 93 to 95.
Portfolio Information J.P. Morgan Asset Management 25 Strategic Report Ten largest investments At 31st October 2023 2022 Valuation Valuation 3 Company Sector £’000 % 1 £’000 % Al Rajhi Bank 2 Financials 771 4.4 — — Saudi Arabian Oil 2 Energy 698 4.0 — — Saudi National Bank 2 Financials 599 3.4 — — Naspers 2 Consumer Discretionary 535 3.1 — — Saudi Telecom 2 Communication Services 444 2.6 — — FirstRand 2 Financials 442 2.5 — — Qatar National Bank 2 Financials 432 2.5 — — Standard Bank 2 Financials 381 2.2 — — Emaar Properties 2 Real Estate 366 2.1 — — Gold Fields 2 Materials 341 2.0 — — Total 4 5,009 28.8 — — 1 Based on total investments of £17.4m (2022: £1.9m). 2 Not held in the portfolio at 31st October 2022. 3 At 31st October 2022, the value of ten largest equity investments amounted to £1.7m representing 87.2% of total investments. A glossary of terms and APMs’ is provided on pages 93 to 95. Sector analysis 31st October 2023 31st October 2022 Portfolio Reference Index Portfolio Benchmark % 1 % 2 % 1 % 3 Financials 39.3 38.5 14.5 — Energy 17.4 7.5 59.2 — Consumer Discretionary 9.7 7.7 2.1 — Communication Services 7.7 7.5 4.7 — Materials 6.7 13.4 15.3 — Consumer Staples 6.2 5.0 3.1 — Industrials 5.9 8.3 — — Real Estate 4.3 4.6 — — Health Care 1.0 2.3 1.1 — Information Technology 0.9 4.0 — — Utilities 0.9 1.2 — — Total 100.0 100.0 100.0 — 1 Based on total investments of £17.4m (2022: £1.9m). 2 Following shareholder approval of the change to the Company’s Investment Objective and Investment Policies, the Company adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index with effect from 1st March 2023. 3 The Moscow Exchange (MOEX) Index was not available as a Benchmark as the market was suspended to certain overseas investors.
Portfolio Information 26 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Geographical 31st October 2023 31st October 2022 Portfolio Reference Index Portfolio Benchmark % 1 % 2 % 1 % 3 Saudi Arabia 31.7 29.8 — — South Africa 23.8 21.0 — — United Arab Emirates 14.2 12.0 — — Russia 8.9 — 100.0 — Greece 5.5 3.6 — — Qatar 5.2 6.4 — — Hungary 2.6 1.5 — — Kazakhstan 2.3 — — — United Kingdom 1.2 0.8 — — Georgia 1.1 — — — Poland 1.0 7.2 — — Kuwait 0.9 6.5 — — Romania 0.8 — — — Czech Republic 0.8 1.1 — — Turkey — 8.5 — — Egypt — 1.1 — — Netherlands — 0.3 — — Belgium — 0.1 — — Monaco — 0.1 — — Total 100.0 100.0 100.0 — 1 Based on total investments of £17.4m (2022: £1.9m). 2 Following shareholder approval of the change to the Company’s Investment Objective and Investment Policies, the Company adopted the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP as a reference index with effect from 1st March 2023. 3 The Moscow Exchange (MOEX) Index is not available as a Benchmark as the market is currently suspended to certain overseas investors.
Portfolio Information J.P. Morgan Asset Management 27 Strategic Report List of investments At 31st October 2023 Saudi Arabia Al Rajhi Bank 771 Saudi Arabian Oil 698 Saudi National Bank 599 Saudi Telecom 444 Alinma Bank 316 Saudi Basic Industries 234 Riyad Bank 223 Leejam Sports 206 Etihad Etisalat 195 Arabian Drilling 185 Riyadh Cables 181 Arabian Contracting Services 168 Mouwasat Medical Services 162 Elm 159 Ades 159 Jarir Marketing 158 Sahara International Petrochemical 157 Saudi Awwal Bank 150 United International Transportation 143 Arabian Centres 109 Aldrees Petroleum and Transport Services 88 5,505 South Africa Naspers 535 FirstRand 442 Standard Bank 381 Gold Fields 341 Bid 318 Shoprite 316 Clicks 277 Sanlam 274 Absa 263 Bidvest 193 Vodacom 180 Old Mutual 156 OUTsurance 139 Woolworths 133 AVI 102 Motus 83 4,133 United Arab Emirates Emaar Properties 366 Emirates NBD Bank 310 Aldar Properties 264 Abu Dhabi Commercial Bank 222 ADNOC Drilling 205 Dubai Islamic Bank 175 Dubai Electricity & Water Authority 156 Abu Dhabi Islamic Bank 152 First Abu Dhabi Bank 140 Salik 134 Al Ansari Financial Services 128 Adnoc Gas 111 ADNOC Logistics & Services 101 2,464 Russia LUKOIL 1 300 Gazprom 1 236 Sberbank of Russia 1 220 Novatek 1 155 MMC Norilsk Nickel 1 142 Rosneft Oil 1 109 Novolipetsk Steel 1 60 Magnit 1 56 Gazprom Neft 1 50 Tatneft 1 46 Rostelecom 1 44 VTB Bank 1 42 Polyus 1 29 Yandex 1 27 Md Medical, GDR 1 20 Sistema 1 15 X 5 Retail, GDR 1 1 Severstal, GDR 1 – 1,552 Greece JUMBO 259 Motor Oil Hellas Corinth Refineries 226 Mytilineos 171 OPAP 157 Hellenic Telecommunications Organization 145 958 Valuation Company £’000 Valuation Company £’000
Portfolio Information 28 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report List of investments At 31st October 2023 Qatar Qatar National Bank 432 Industries Qatar 197 Qatar Gas Transport 150 Ooredoo 127 906 Hungary OTP Bank 242 MOL Hungarian Oil & Gas 203 445 Kazakhstan Halyk Savings Bank of Kazakhstan, GDR 250 Kaspi, GDR 142 392 United Kingdom Anglogold Ashanti 209 209 Georgia TBC Bank 199 199 Poland KRUK 172 172 Kuwait Humansoft 149 149 Romania Banca Transilvania 144 144 Czech Republic Komercni Banka 136 136 Cyprus Fix Price, GDR 1 4 TCS, GDR 1 2 6 Total Investments 17,370 1 Following Russia’s invasion of Ukraine and closure of the Moscow Exchange (MOEX) to overseas investors, including the Company, a fair value valuation method was applied to the Company’s holdings in Russian stocks. Therefore the Company has applied an alternative valuation method. For its MOEX local stock, a fair value adjustment has been applied to the last trade price on 25th February 2022. The price of these stocks has been determined by taking the live market price as at 25th February 2022 and applying a 99% provision for valuation and for American Depositary Receipts and Global Depositary Receipts a fair value adjustment has been applied to the last trade price on 2nd March 2022. See glossary of terms and APM’s on page 95 for definition of ADR and GDR. Valuation Company £’000 Valuation Company £’000
Company Purpose, Investment Objective, Policies and Guidelines J.P. Morgan Asset Management 29 Strategic Report The aim of the Strategic Report in pages 6 to 43 is to provide shareholders with the ability to assess how the Directors have performed their duty to promote the success of the Company during the year under review. To assist shareholders with this assessment, the Strategic Report sets out the structure and objective of the Company, its investment policies and risk management, investment limits and restrictions, performance and key performance indicators, share capital, principal risks and how the Company seeks to manage those risks, including the Company’s environmental, social and ethical policy, future developments and long term viability. The Company’s Purpose, Values, Strategy and Culture The purpose of the Company is to provide a cost effective, sustainable investment vehicle for investors who seek to maximise total return from a diversified portfolio of investments in Emerging Europe (including Russia), Middle East and Africa securities, taking account of wider issues including environmental, social and governance. To achieve this, the Board of Directors is responsible for employing and overseeing an investment management company that has appropriate investment expertise, resources and controls in place to meet the Company’s investment objective. To ensure that it is aligned with the Company’s purpose, values and strategy, the Board comprises Directors who have a breadth of relevant experience and contribute in an open boardroom culture that both supports and challenges the investment management company and its other third party suppliers. Structure and Objective of the Company The Company was launched in 2002 and is an investment trust with a premium listing on the London Stock Exchange. Its objective is to maximise total returns to shareholders, from investing in Emerging Europe (including Russia), Middle East and Africa. In seeking to achieve this objective the Company employs JPMorgan Funds Limited (‘JPMF’ or the ‘Manager’) which in turn delegates portfolio management to JPMorgan Asset Management (UK) Limited (‘JPMAM’) to actively manage the Company’s assets. The Board has determined investment policies and related guidelines and limits, as described below. It aims to maximise total returns for shareholders, in the long term with net dividends reinvested, expressed in sterling terms. The Company is subject to UK legislation and regulations including UK company law, UK Financial Reporting Standards, the UK Listing, Prospectus, Disclosure Guidance and Transparency Rules, the Market Abuse Regulations, taxation law and the Company’s own Articles of Association. Since 31st December, 2021, new autonomous UK regulations became effective replacing those of the EU regulations. Those EU regulations that were relevant to the Company, have been incorporated by UK regulations and therefore, remain unchanged. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006 and has been approved by HMRC as an investment trust (for the purposes of Sections 1158 and 1159 of the Corporation Tax Act 2010). As a result the Company is not liable to taxation on capital gains. The Directors have no reason to believe that approval will not continue to be retained. A review of the Company’s activities and prospects is given in the Chairman’s Statement on pages 7 to 11, and in the Investment Manager’s Report on Pages 12 to 17. Investment Policies and Risk Management In order to achieve its objective and manage risk, the Company invests in a diversified portfolio of investments primarily in securities or other companies which operate in Emerging Europe (including Russia), Middle East and Africa. The investment portfolio is managed by Oleg Biryulyov, a Russian fund manager, currently based in London, and assisted by Pandora Omaset as a named investment manager together with full support from JPM Emerging Markets and Asia Pacific team (EMAP), including sector specialists. The Board also discusses the economy and political developments of the countries invested in depth at Board meetings and considers the possible implications for the investment portfolio. Investment Limits and Restrictions The Board seeks to manage some of the Company’s risks by imposing various investment limits and restrictions. • The Company will not normally invest in unlisted securities. • At the time of purchase, the maximum permitted exposure to each individual company is 15% of the Company’s gross assets. • The Company will not normally invest in derivatives. • The Company will utilise liquidity and borrowings in a range of 10% net cash to 15% geared (calculated at the time of drawdown), in typical market conditions. • No more than 15% of gross assets are to be invested in other UK listed investment companies (including investment trusts). Compliance with the Board’s investment restrictions and guidelines is monitored continuously by the Manager and is reported to the Board on a monthly basis. These limits and restrictions may be varied by the Board at any time at its discretion. The economic sanctions introduced by the USA and European Union against Russia and Crimea since 2014 continue and were augmented in following Russia’s invasion of Ukraine on 24th February 2022. The Manager undertakes regular checks of holdings to ensure compliance and reports to the Board. The Board has also implemented a rapid response communication process with the Manager, which allows the Board to receive immediate updates from the Manager and take decisions as quickly as possible.
Company Purpose, Investment Objective, Policies and Guidelines 30 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Active Fund Management Rationale JPMAM’s investment process has been specifically designed for emerging markets and has been refined over 20 years of active management experience in the region. Highlights of the investment strategy are: • Inefficient, immature emerging markets reward active investment management not indexation. • Identifying growth companies that are well managed to maximise shareholder returns brings outperformance through fundamental bottom-up research. • Valuation disciplines avoid overpaying for growth. • JPMAM believes that assets are best managed by specialists from the markets and regions in which they have expertise and they have therefore established a strong presence around the region. Company visits and local knowledge are also key. JPMAM has managed emerging market equity mandates since 1991. JPMAM’s EMAP team is responsible for managing all global, regional and single country Emerging Markets and Asia Pacific equity portfolios, with investment professionals located in eight locations across the globe. The EMAP Equities team managed US$145 billion in assets globally at the end of this reporting period. Performance In the year ended 31st October 2023, the Company produced a total return to shareholders of 51.8% and a total return on net assets of 0.0%. A Benchmark is not available to allow a comparison. As at 31st October 2023, the value of the Company’s investment portfolio was £17,370,000. The Investment Managers’ Report on Pages 12 to 17 includes a review of developments during the year. The results of the investment strategy, as detailed above, and the performance of the Company against its reference index, as identified on page 22 are regularly reviewed by the Board together with data relating to the performance of the Company’s Peers and feedback from some of the major shareholders. The Board also considers factors likely to affect the future performance of the Company. Total Return, Revenue and Dividend Gross total return for the year totalled £628,000 (2022: Gross total loss £352,832,000). Net total loss after deducting management fee, administrative expenses, and taxation, amounted to £8,000 (2022: Net total loss £355,177,000). Net revenue return after taxation for the year amounted to £306,000 (2022: £4,314,000). Key Performance Indicators (‘KPIs’) The Board uses a number of financial KPIs to monitor and assess the performance of the Company. The principal KPIs are detailed below. The application of these performance measures were interrupted following Russia’s invasion of Ukraine on 24th February 2022. This is because the Moscow Exchange (MOEX) was closed to many overseas investors, including the Company. This resulted in the Company being prohibited from trading, thereby negating the purpose of measuring the Company’s performance against its benchmark. Furthermore, during the reporting period data from many Russian benchmarks, including the Company’s ceased to be distributed by western news services. • Performance against the reference index The principal objective is to maximise total return. However, since Russia’s invasion of Ukraine and subsequent closure of the Russian market to western companies it was not possible to measure the Company’s performance against its benchmark. For details of the Company’s reference index following the amendment to its investment objective on 23rd November 2022 see the Company’s Key Features on page 2. • Performance against the Company’s peers The Board also monitors the performance relative to a broad range of competitor funds. The Company’s performance and that of its peers have all suffered dramatic reductions in performance since Russia’s invasion of Ukraine. Following the amendment to the Company’s investment objective on 23rd November 2022, the Company’s performance is compared with a range of peers. • Performance attribution Since Russia’s invasion of Ukraine it was not possible to measure the Company’s performance attribution. Following the amendment to the Company’s investment objective on 23rd November 2022, the Company’s performance attribution resumed from 1st March 2023. The purpose of performance attribution analysis is to assess how the Company achieved its performance relative to its reference index, i.e. to understand the impact on the Company’s relative performance of the various components such as asset allocation and stock selection. • Share price discount/premium to net asset value (‘NAV’) per share For details of the Company’s Discount Control see the Chairman’s statement on page 9. Since Russia’s invasion of Ukraine on 24th February 2022, the Board withdrew its share buyback commitment. In the year ended 31st October 2023, the shares traded between a premium of 67.2% and 209.7%. See also the Share Capital section below for further details.
Company Purpose, Investment Objective, Policies and Guidelines J.P. Morgan Asset Management 31 Strategic Report Discount Performance Source: Datastream. • Ongoing charges The Ongoing charges represent the Company’s management fee and all other operating expenses excluding finance costs, expressed as a percentage of the average daily net assets during the year. The Ongoing charges for the year ended 31st October 2023 were 3.19% (2022: 1.22%). See note 6 on page 75. The Board reviews each year an analysis which shows a comparison of the Company’s Ongoing charges. The Management fee has been reinstated with effect from 1st March 2023 on the Company’s non-Russian held assets. Share Capital During the year, the Company has repurchased no shares. Further details regarding the Company’s current approach to share buy backs can be seen in the Chairman’s report on page 9. For details of the Company’s Continuation Vote and Discount Control arrangements, see Key Features at the front of this document. A resolution to renew the authority to repurchase shares at a discount to NAV is due to be put to shareholders at the forthcoming Annual General Meeting. The Company did not issue any new shares during the year. Board Diversity and Inclusion When recruiting a new Director, the Board’s policy is to appoint individuals on merit. Diversity is important in bringing an appropriate range of skills and experience to the Board. In accordance with Listing Rule 9.8.6R (9), (10) and (11) the Board has provided the following information in relation to its diversity based on the position at the Company’s financial year ended 31st October 2023: Number of Percentage Number of Board of Senior Gender Members Board Roles 1 Male 3 100% 2 Female 0 0% 0 Ethnicity White British or any any other white background) 3 100% 2 Ethnic Minority — — — 1 The roles of Chairman of the Board of Directors and Senior Independent Director are classified as senior positions The information in the above table is obtained in the annual appraisal process of the Directors, Board and Committees. At 31st October 2023, the Board did not meet the target on gender diversity criteria, female representation in a senior role and ethnic representation on the Board. This is because the retirement and resignations of female directors around the time of the Russian invasion of Ukraine in 2022 reduced the board to its current composition. In addition, the effective ‘freezing’ of the Company’s assets and revenue due to the sanctions that followed the invasion made it impractical for the Board to undertake recruitment. The current small size of the Board with only non-executive Directors can present challenges to ensuring targeted diversity in Board. Now that the Company is on a steadier footing in terms of revenue generation, the Board are undertaking a recruitment search as detailed in the Chairman's statement. For further details of the Board during the period please see the Directors section of the Chairman’s Statement. The Company has no employees and, therefore, there is nothing further to report in respect of diversity within the Company. Environmental, Social and Governance (‘ESG’) The Board notes JPMAM’s global policy statements in respect of Environmental, Social and Governance issues, as highlighted in italics below. The application of these policies in respect of the Company’s Russian held assets has been limited following Russia’s invasion of Ukraine and the subsequent introduction of sanctions which effectively closed the Russian market to the Company. JPMAM believes that companies should act in a socially responsible manner. We believe environmental, social and governance (‘ESG’) considerations, particularly those related to governance, can play a critical role in long term investment strategy. As an active investment manager, engagement is an -50 0 50 100 150 200 250 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 Premium/Discount
Company Purpose, Investment Objective, Policies and Guidelines 32 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report important and ongoing component of our investment process, and we view frequent and direct contact with company management as critically important. When considering investment options, we supplement our proprietary thinking with research from a variety of third-party specialist providers and engage directly with companies on a wide array of ESG issues. Our governance specialists regularly attend scheduled one-on-one company meetings alongside investment analysts to help identify and discuss relevant issues. Although our priority at all times is the best economic interests of our clients, we recognise that ESG issues have the potential to impact the share price, as well as the reputation of companies. JPMAM is also a signatory to the United Nations Principles of Responsible Investment, which commits participants to six principles, with the aim of incorporating ESG criteria into their processes when making stock selection decisions and promoting ESG disclosure. The Manager has implemented a policy which seeks to restrict investments in securities issued by companies that have been identified by an independent third party provider as being involved in the manufacture, production or supply of cluster munitions, depleted uranium ammunition and armour and/or anti-personnel mines. Shareholders can obtain further details on the policy by contacting the Manager. The Modern Slavery Act 2015 (the ‘MSA’) The MSA requires companies to prepare a slavery and human trafficking statement for each financial year of the organisation. As the Company has no employees and does not supply goods and services, the MSA does not apply directly to it. The MSA requirements more appropriately relate to JPMF and JPMAM. JPMorgan’s statement on the MSA can be found on the following website: https://www.jpmorganchase.com/about/our- business/human-rights Future Developments The future development of the Company is dependent upon the success of the Company’s investment strategy in the light of economic and equity market developments. The Chairman and Investment Managers discuss the outlook in their respective reports on pages 11 and 16. Greenhouse Gas Emissions The Company is managed by JPMF with portfolio management delegated to JPMAM. It has no employees and all of its Directors are Non-executive, the day to day activities being carried out by third parties. There are, therefore, no disclosures to be made in respect of employees. The Company has no premises, consumes no electricity, gas or diesel fuel and consequently does not have a measurable carbon footprint and therefore qualifies as a low energy user and is exempt from reporting under the Streamlined Energy & Carbon Reporting requirements. JPMAM is also a signatory to the Carbon Disclosure Project. JPMorgan Chase is a signatory to the Equator Principles on managing social and environmental risk in project finance. Corporate Criminal Offence The Company maintains zero tolerance towards tax evasion. Shares in the Company are purchased through intermediaries or brokers, therefore no funds flow directly into the Company.
Principal and Emerging Risks J.P. Morgan Asset Management 33 Strategic Report The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. With the assistance of JPMF, the Audit Committee has drawn up a risk matrix, which identifies the key risks to the Company. These are reviewed and noted by the Board. The risks identified and the broad categories in which they fall, and the ways in which they are managed or mitigated are summarised below. The AIC Code of Corporate Governance requires the Audit Committee to put in place procedures to identify emerging risks. The key emerging risks identified are also summarised below. Movement from Principal risk Description Mitigating activities prior year Investment Management and Performance Following Russia’s invasion of Ukraine on 24th February 2022, the prohibition of trading of Russian securities, prohibition on the receipt of dividends and reduction in the value of the Company by circa 95% led the Board to propose a shareholder resolution to widen the Company’s investment objective and permit investments in Emerging Europe, Africa & Middle East. Shareholders approved the widening of the Company’s investment objective on 23rd November 2022 and the Company acquired shares under its new investment objective in the first quarter of 2023. The Board also temporarily suspended its dividend payment policy and the Company’s financial statements no longer reflect dividends receivable from the Company’s Russian stocks. The Board’s activities also included reviewing the value of the Company’s portfolio, discount/premium to share price, sanctions, counter-parties status, inability to trade stocks and review of investment strategy. Investors should note that there are significant risks inherent in investing in emerging market securities not typically associated with investing in securities of companies in more developed countries. In terms of gauging the economic and political risk of investing in emerging markets, it frequently appears in the higher risk categories when compared with most Western countries. The value of emerging market securities, and therefore the net asset value of the Company, may be affected by uncertainties such as economic, political or diplomatic developments, social and religious instability, taxation and interest rates, currency repatriation restrictions, crime and corruption and developments in the law or regulations in emerging markets and, in particular, the risks of expropriation, nationalisation and confiscation of assets and changes in legislation relating to the level of foreign ownership. Such factors may lead to a reduction in the size of the Company’s net assets and it becoming unviable. Russia’s invasion of Ukraine on 24th February 2022 led to the realisation of some of the above risks and Russia becoming a pariah state for western investors. The conflict between Israel and Palestine from October 2023 has increased the possibility of further instability in the region. Investing in Emerging Markets
Principal and Emerging Risks 34 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Movement from Principal risk Description Mitigating activities prior year Investment Management and Performance The prohibition of trading of securities in Russian companies held in the Company’s portfolio which was introduced following Russia’s invasion of Ukraine on 24th February 2022 led the Board to suspend its share buy back policy. In addition the Board has withdrawn its commitment to provide a tender offer based on performance of the Company against the RTS benchmark in the five year period to 31st October 2026. In normal market conditions the Board monitors the Company’s discount level and seeks, where deemed prudent, to address imbalances in the supply and demand of the Company’s shares through a programme of share buybacks. For details of the Company’s Continuation Vote, including recent updates, see Key Features at the front of this document. If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. The widening of the discount can be seen as a disadvantage of investment trusts which could discourage investors. Although it is common for an investment trust’s shares to trade at a discount, particular events can negatively impact market sentiment. Due to the substantial reduction in the book value of the Company’s assets following Russia’s invasion of Ukraine the Company’s shares have traded at a premium. Share Price Discount to Net Asset Value (‘NAV’) per Share Following Russia’s invasion of Ukraine on 24th February 2022, the prohibition of the trading of Russian securities led to the closure of the Russian market to the Company and its peers together with the cessation of reporting of benchmark data by western news companies. The Board managed these unprecedented events by keeping regularly updated regarding compliance with sanctions and ensuring sufficient liquidity in order to maintain a going concern basis. The Board also waived the Company’s current investment guidelines to help address the unprecedented market conditions. In normal market conditions, the Board manages these risks by diversification of investments through its investment restrictions and guidelines, which are monitored and reported on by the Manager. The Manager provides the Directors with timely and accurate management information, including performance data and attribution analyses, revenue estimates, liquidity reports and shareholder analyses. The Board monitors the implementation and results of the investment process with the investment managers, who attend all Board meetings, and reviews data which show statistical measures of the Company’s risk profile. Following adoption of the new mandate the board re-commenced this process for its new investments. The Company amended its investment objective in the period to widen its investment to include Emerging Europe, Middle East and Africa. Possible actions that the Board may consider to address underperformance include changing the portfolio manager or selecting another manager. An inappropriate investment strategy, for example asset allocation may lead to underperformance against the Company’s reference index and peer companies. Investment Under- performance and Strategy
Principal and Emerging Risks J.P. Morgan Asset Management 35 Strategic Report Movement from Principal risk Description Mitigating activities prior year Investment Management and Performance Operational Risks The Manager mitigates this risk through internal controls and monitoring. Fraud requires immediate notification to the Board and regular reports are provided on control processes. A failure of process could lead to losses. Failure of Investment Process The Manager takes steps to reduce the likelihood of such an event by ensuring appropriate succession planning and the adoption of a team based approach, as well as special efforts to retain key personnel. The Board engages privately with the investment managers on a regular basis. The sudden departure of the investment manager or several members of the wider investment management team could result in a short term deterioration in investment performance. Loss of Investment Team or Investment Manager In normal market conditions the Board considers asset allocation and stock selection on a regular basis and has set investment restrictions and guidelines, which are monitored and reported on by the Manager. During the current period of prohibition on the trading of Russian securities, a fair value valuation method involving a 99% provision against the Company’s Russian investments is applied. Further details are disclosed in note 20 on pages 81 to 86. The Manager regularly monitors the liquidity of the portfolio including determining the market valuation of securities held, the average daily volume and number of days to liquidate a holding. The Company’s assets consist of listed securities and it is therefore exposed to movements in the prices of individual securities and the market generally. The financial risks faced by the Company include market price risk, interest rate risk, foreign currency risk, liquidity risk and credit risk. Market and Financial Details of how the Board monitors the services provided by JPMF and its associates and the key elements designed to provide effective internal control are included within the Risk Management and Internal Control section of the Corporate Governance report on page 51. The threat of Cyber attack is increasing and regarded as having the ability to cause equivalent disruption to the Company’s business as more traditional business continuity and security threats. The Company benefits from JPMorgan’s Cyber Security Programme. The information technology controls around the physical security of JPMorgan’s data centres, security of its networks and security of its trading applications are tested by independent auditors PricewaterhouseCoopers and reported every six months against the AAF standard. Disruption to, or failure of, the Manager’s accounting, dealing or payments systems or the Depositary or custodian’s records could prevent accurate reporting and monitoring of the Company’s financial position. Under the terms of its agreement, the Depositary has strict liability for the loss or misappropriation of assets held in custody. See note 20(c) for further details on the responsibilities of the Depositary. Cyber Crime The Manager monitors counterparty exposures closely and has set limits according to various criteria (including an assessment of financial stability of counterparty). The Board receives information relating to counterparties. Local broker counterparty failure resulting in loss of stock/money. Counterparty Risk
Principal and Emerging Risks 36 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Movement from Principal risk Description Mitigating activities prior year Regulatory Risks The Manager addresses this by the organisation of an email address on the Company’s website whereby shareholders can raise questions. Feedback from shareholders is received directly through the email address provided on the Company’s website and via brokers which is fed back to the Board regularly. At a shareholding meeting on 23rd November 2022 to vote on the resolution to widen the Company’s investment objective, 37.5% of shareholders voted against the proposal. As more than 20% of votes had been cast against the Board recommendation for a resolution, the Company has complied with the AIC Code of Corporate Governance and explained that has been taken to consult shareholders to understand the reasons behind the result and the actions taken. The risk that the Company’s strategy and performance does not align with shareholders expectations. Board Relationship with Shareholders The Manager makes recommendations to the Board on accounting, dividend and tax policies and the Board seeks external advice where appropriate. The Manager closely monitors political and economic developments and reports significant events to the Board either at scheduled meetings or when an event arises. The Board factor in the status of current political and economic developments in their decision making. See above for details of the Board’s responses to Russia’s invasion of Ukraine including the prohibition on trading and receipt of dividends from Russian held companies, and successful proposal to widen the Company’s investment objective. Changes in financial or tax legislation may adversely affect the Company. In addition, the Company is subject to administrative risks, such as the imposition of restrictions on the free movement of capital. A widening of the capital controls by the Russian Government could negatively impact the Company. The introduction of limitations on the ability of Russian companies to distribute dividends to foreign companies could materially reduce the Company’s revenue and amount available for distribution to shareholders. The Company may not be able to trade Russian holdings or find a counter party to trade with. Political and Economic
Principal and Emerging Risks J.P. Morgan Asset Management 37 Strategic Report Movement from Principal risk Description Mitigating activities prior year Regulatory Risks Climate Risks Climate Change Climate change, which barely registered with investors a decade ago, has today become one of the most critical issues confronting asset managers and their investors. Investors can no longer ignore the impact that the world’s changing climate will have on their portfolios, with the impact of climate change on returns now inevitable. The Manager’s investment process integrates consideration of environmental, social and governance factors into investment decisions. This includes the approach investee companies take to recognising and mitigating climate change risks. The Manager aims to influence the management of climate related risks through engagement and voting and is a participant of Climate Action 100+ and a signatory of the United Nations Principles for Responsible Investment. The Board is also considering the threat posed by the direct impact on climate change on the operations of the Manager and other major service providers. As extreme weather events become more common, the resiliency, business continuity planning and the location strategies of our services providers will come under greater scrutiny. The Board has remained informed of the impact of the sanctions and restrictions that followed Russia’s invasion of Ukraine on 24th February 2022. Moreover, the Board sought and received FCA approval for the change to its investment objective, which includes investment in Russia. HMRC also confirmed the continuation of the Company’s investment trust status. The Board, with the assistance of the Manager, monitors the Company’s activities to ensure that they remain compliant with the current sanctions regime including the specific requirements applicable to the Manager as a company subject to the laws of the United States of America and other jurisdictions that it operates in. The Directors seek to comply with all relevant regulation and legislation and rely on the services of its Company Secretary, the Manager, and its professional advisors to monitor compliance with all relevant requirements. The Board and its Committees reviews the status of the Company’s regulatory and legal requirements at regular internals. Breach of regulatory rules, including sanctions could lead to suspension of the Company’s Stock Exchange listing, financial penalties, or a qualified audit report. Loss of investment trust status could lead to the Company being subject to tax on capital gains. Regulatory and Legal
Principal and Emerging Risks 38 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Emerging Movement from risk Description Mitigating activities prior year Global Trade Protectionism A reduction in global trading arising from increased barriers to trade is a risk to economic growth, to investors’ risk appetites and, consequently, to the valuations of companies in the portfolio. The Portfolio Manager manages the Company’s portfolio in light of ongoing current events. The Board can, with shareholder approval, look to amend the investment policy and objectives of the Company to mitigate the risks. The Board keeps informed of economic developments and latest ESG requirements through regular updates from the Manager. A wide scale economic crisis which could be caused by a number of catastrophic events such a climate change, may cause significant reductions in the valuations of companies in the portfolio. Global Crisis Artificial Intelligence (AI) Advances in computing power means that AI has become a powerful tool that will impact society, with a wide range of applications that include the potential to harm. While it might equally be deemed a force for good, there appears to be an increasing risk to society from the threat posed by AI. The Board monitors developments concerning AI as its use evolves and consider how it might threaten the Company’s activities, which may include a heightened threat to cybersecurity. The Board works closely with JPMF in identifying these threats and monitors the strategies of our service providers.
Long Term Viability J.P. Morgan Asset Management 39 Strategic Report Taking account of the Company’s current position, the principal risks that it faces and their potential impact on its future development and prospects, the Directors have assessed the prospects of the Company, to the extent that they are able to do so, over the next five years. They have made that assessment by considering those principal risks, the Company’s investment objective and strategy, the investment capabilities of the Manager and the current outlook for the economies and equity markets that the Company invests in. The assessment has included the impact of Russia’s invasion of Ukraine on 24th February 2022, the Covid-19 pandemic, the Israel-Palestine conflict and the potential impact and the mitigation measures which key service providers, including the Manager, have in place to maintain operational resilience. Although the total cost of Russia’s invasion of Ukraine, the Covid-19 pandemic and the Israel-Palestine conflict is currently hard to predict with any certainty, we do not believe that it calls into question the long term viability of the Company, particularly as the Company widened its investment objective and policies to include Emerging Europe, Middle East & Africa on 23rd November 2022, has no loan covenants or liabilities that cannot be readily met and the Manager has systems in place that allow it to continue operations in periods of lock-down. The assessment has also taken into account the fact that the Company has a continuation vote at the 2027 Annual General Meeting and, with input from the Company’s shareholders and its broker, and the number of years remaining for recovery ahead of the continuation vote, the current expectation is that the shareholders will vote in favour of continuation. Based on that information the Directors do not think that the continuation vote will impact on the Company’s long term viability. In determining the appropriate period of assessment the Directors had regard to their view that, given the Company’s objective of maximising total returns, shareholders should consider the Company as a long term investment proposition. This is consistent with advice provided by independent financial advisers and wealth managers, that investors should consider investing in equities for a minimum of five years. Thus the Directors consider five years to be an appropriate time horizon to assess the Company’s viability. The Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five year period of assessment.
Duty to Promote the Success of the Company 40 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Section 172 of the Companies Act 2006 (‘Companies Act’) states that: A Director of a company must act in the way that is considered in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the following six items: The Board’s philosophy is that the Company should foster a culture where all parties are treated fairly and with respect and the Board recognises the importance of keeping the interests of the Company’s stakeholders, and of acting fairly between them, front of mind in its key decision making. The likely consequences of any decision in the long term In managing the Company, the aim of both the Board and Manager is always to ensure the long-term sustainable success of the Company and, therefore, the likely long-term consequences of any decision are a key consideration. In managing the Company during the year under review, the Board acted in the way which it considered, in good faith, would be most likely to promote the Company’s long-term sustainable success and to achieve its wider objectives for the benefit of the shareholders as a whole, having had regard to the wider stakeholders and the other matters set out in section 172 of the Companies Act. The interests of the Company’s employees The Company does not have any employees. The need to foster the Company’s business relationships with suppliers, customers and others The Board’s approach is described under ‘Stakeholders’ on the next page. The impact of the Company’s operations on the community and the environment The Board takes a close interest in ESG issues, sets the overall strategy and periodically reviews the Manager’s adherence to their process. However, the integration of financially material ESG factors does not modify the Company’s investment objective and the Company does not have an ESG focused investment strategy. The Board has appointed a Manager that, through its Investment Manager, integrates ESG considerations into its investment process. Further details are set out in the ESG report on pages 18 to 21. The desirability of the Company maintaining a reputation for high standards of business conduct The Board’s approach is described under the Company’s Purpose, Values, Strategy and Culture on page 29. The need to act fairly between members of the Company The Board’s approach is described under ‘Stakeholders’ on the next page.
Duty to Promote the Success of the Company J.P. Morgan Asset Management 41 Strategic Report Stakeholder Engagement Shareholder Engagement Continued shareholder engagement is critical to the continued existence of the Company and the successful delivery of its long term strategy. The Board is focused on fostering and maintaining good working relationships with shareholders and understanding the views of shareholders in order to incorporate them into the Board’s strategic thinking and objectives including views on the Company’s five yearly continuation vote. Full details on how the Board ensures it is fully appraised of shareholder views and how it engages with all shareholder groups can be found on pages 50 and 51. Manager The principal supplier is the Manager, in particular the investment management team who are responsible for managing the Company’s assets in order to achieve its stated investment objective. The Board maintains a good working relationship with the Manager, who also provides administrative support and promotes the Company through its investment trust sales and marketing teams. The Board monitors the Company’s investment performance at each Board Meeting in relation to its objective and also to its investment policy and strategy. The Board also maintains strong lines of communication with the Manager via its dedicated company secretary and client director whose interactions extend well beyond the formal business addressed at each Board and Committee meeting. This enables the Board to remain regularly informed of the views of the Manager and the Company’s shareholders (and vice versa). Investee companies The Board is committed to responsible investing and actively monitors the activities of investee companies through its delegation to the Manager. In order to achieve this, the Manager has discretionary powers to exercise voting rights on behalf of the Company on all resolutions proposed by the investee companies. In normal market conditions the Manager engages with many of its investee companies and votes at the annual general meetings and extraordinary meetings held during the year by the Company’s portfolio companies (full details are included in the ESG report on pages 18 to 21). The Board monitors investments made and divested and questions the Manager’s rationale for exposures taken and voting decisions made. The Company Broker Depositary Registrar Investee Companies Debt providers Legal Advisers Custodian Manager/Investment Manager Investment Manager Portfolio Management Shareholders Wider Society Third Party Service Providers
Duty to Promote the Success of the Company 42 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Strategic Report Other key service providers The Board ensures that it promotes the success of the Company by engaging specialist third party suppliers, with appropriate capability, performance records, resources and controls in place to deliver the services that the Company requires for support in meeting relevant obligations and safeguarding the Company’s assets. For this reason, the Board considers the Company’s Custodian, Depositary, Registrar and Broker to be stakeholders. The Board maintains regular contact with its key external service providers, either directly, or via its dedicated company secretary or client director, and receives regular reporting from these providers at Board and Committee meetings. The Management Engagement Committee meets annually to review and appraise its key service providers. Stakeholder Engagement Wider society and the Environment Strong long term investment performance is essential for an investment trust, the Board recognises that to provide an investment vehicle that is sustainable over the long term, both it and the Manager must have regard to ethical and environmental issues that impact society. Hence environmental, social and governance (‘ESG’) considerations are integrated into the Manager’s investment process and will continue to evolve. Further details of the Manager’s integrated approach to ESG can be found on pages 18 to 21. The Directors confirm that they have considered their duty under Section 172 when making decisions during the financial year under review. Key decisions and actions during the year which have required the Directors to have regard to applicable section 172 and factors include: Key Decisions and Actions Monitoring the Company's Portfolio Russia’s invasion of Ukraine on 24th February 2022 and the sanctions and restrictions on trading and receipt of dividends that followed led to the Board’s proposal to widen the Company’s investment objective and acquire new stocks. In response the Board continues to monitor closely the portfolio as regards the aquisition of stock under the new investment objective, tenders of Russian stocks and also the balance on the ‘S’ account where dividends paid by Russian companies in the Company's portfolio and proceeds from the Detsky Mir tender are deposited. Succession Planning In normal market conditions, your Directors believe that shareholder interests are best served by ensuring a smooth and orderly succession for the Board which serves to provide both continuity and refreshment whilst ensuring diversity of both background and experience. Russia’s invasion of Ukraine on 24th February 2022 and the sanctions and restrictions that followed impacted the composition of the Board. The Board are now seeking to add to the complement of Directors. See the Board Composition section of the Chairman’s Statement on page 10 for further details. Shareholder Communication At 23rd November 2022 General Meeting, the resolution to widen the Company’s investment portfolio was passed, but a significant minority of shareholders voted against the resolution. The Board have provided responses to shareholders queries to address any concerns. Actions taken by the Board in response to this dialogue included the provision of an updated Q&A schedule providing answers to 28 questions received from shareholders which was uploaded on the Company’s website.
Duty to Promote the Success of the Company J.P. Morgan Asset Management 43 Strategic Report Other Actions that Continue to Promote the Success of the Company In addition, for details of the Board’s decisions regarding change of investment objective, change of name, confirmation of no current plans to issue shares that were made following Russia’s invasion of Ukraine, see the Chairman’s Statement on page 9. The Directors have kept under review the management fee and were pleased that the Manager had agreed to waive the management fee until 1st March 2023. Furthermore, throughout the course of the crisis following Russia’s invasion of Ukraine the Board has been in regular contact with the Manager, receiving regular updates on the operation effectiveness of the Manager and key service providers and on areas such as portfolio valuation and liquidity, and the premium to NAV at which the Company’s shares currently trade. By order of the Board Paul Winship, for and on behalf of JPMorgan Funds Limited Company Secretary 23rd January 2024
Directors’ Report Medical services
Board of Directors J.P. Morgan Asset Management 45 Directors’ Report Eric Sanderson (Chairman of the Board and Management Engagement Committee) A Director since 4th January 2021. Appointed as Chairman of the Board 4th March 2022. Last appointed to the Board: March 2023. Mr Sanderson is a highly experienced and well regarded Non-executive Director and Chairman with extensive knowledge of investment trusts. He is a Chartered Accountant and former CEO of British Linen Bank. He is currently Non-executive Chairman of BlackRock Greater Europe Investment Trust plc. Connections with Manager: None. Shared directorships with other Directors: None. Shareholding in Company: 2,500. Nicholas Pink (Chairman of the Nomination Committee) A Director since 1st November 2019. Last appointed to the Board: March 2023. Mr Pink has extensive senior management experience in financial services with previous roles at UBS Investment Bank including Global Head of Research, Head of European Research, Head of Asia Research and Head of European Equities. Mr Pink is currently a Non-executive Director of Ruffer Investment Company Limited and Baillie Gifford China Growth Trust plc. Connections with Manager: None. Shared directorships with other Directors: None. Shareholding in Company: 3,000. Dan Burgess (Chairman of the Audit Committee and Senior Independent Director) A Director since 4th January 2022 Last reappointed to the Board: March 2023. Mr Burgess is a former Chartered Accountant and long serving partner at KPMG with good knowledge of investment trusts and experience working in Russia. He is currently Non-executive Director and Audit Committee Chairman of The European Smaller Companies Trust plc. Connections with Manager: None. Shared directorships with other Directors: None. Shareholding in Company: None.
Directors’ Report 46 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Directors’ Report The Directors present their report and the audited financial statements for the year ended 31st October 2023. Reference to recommended dividend, future developments and acquisition of own shares can be seen in the Strategic Report. Details on financial risk management, exposure to price risk, credit risk, liquidity risk and cash flow risk, subsequent events, Instruments and Future Developments are included in the Financial Reporting section. Management of the Company The Manager and Company Secretary to the Company is JPMorgan Funds Limited (‘JPMF’). Portfolio Management is delegated to JPMorgan Asset Management UK Limited (JPMAM). JPMF and JPMAM are wholly-owned subsidiaries of JPMorgan Chase & Co which, through other subsidiaries, also provides accounting, banking, dealing and custodian services to the Company. The Management Engagement Committee conducts a formal evaluation of the performance of, and contractual relationship with, the Manager on an annual basis. Part of this evaluation includes a consideration of the management fees and whether the service received is value for money for shareholders. The performance of the Manager has been thoroughly reviewed in the course of the year. The review covered the performance of the Manager, its management processes, investment style, resources and risk controls and the quality of support that the Company receives from the Manager including the marketing support provided. The Management Engagement Committee and the Board are of the opinion that the continuing appointment of the Manager is in the best interests of shareholders as a whole. Such a review is carried out on an annual basis. Management Agreement The current Management Agreement was entered into with effect from 1st July 2014 following implementations of the Alternative Fund Manager Directive. The agreement was updated on 12th October 2023 to reflect regulatory developments. There were no changes to the commercial terms of the agreement. JPMF is employed under a contract which can be terminated on 90 days’ notice, without penalty. The Manager may also terminate the contract on 90 days’ notice if in its sole opinion there has been a loss of confidence between the Manager and the Company so as to make the relationship unworkable. If the Company wishes to terminate the contract on less than 90 days’ notice, the balance of the 90 days’ remuneration is payable by way of compensation. The Manager is remunerated at a rate of 0.9% per annum of the Company’s net assets, payable monthly in arrears. Since its waiver on 1st March 2022, from 1st March 2023, the management fee has been reinstated in respect of the Company’s net assets excluding the Russian holdings. Investments on which the Manager earns a separate management fee are excluded from the Company’s net assets for the purpose of calculating the management fee. No performance fee is payable. The Alternative Investment Fund Managers Directive (‘AIFMD’) JPMorgan Funds Limited (‘JPMF’), an affiliate of JPMorgan Asset Management UK Limited (‘JPMAM’), has been appointed as the Company’s alternative investment fund manager (‘AIFM’). JPMF has been approved as an AIFM by the Financial Conduct Authority (‘FCA’). For the purposes of the AIFMD the Company is an alternative investment fund (‘AIF’). JPMF has delegated responsibility for the day to day management of the Company’s portfolio to JPMAM. JPMF is required to ensure that a depositary is appointed to the Company. The Company therefore has appointed Bank of New York Mellon (International) Limited (‘BNY’) as its depositary. BNY has delegated its safekeeping function to the custodian, JPMorgan Chase Bank, N.A., however, BNY remains responsible for the oversight of the custody of the Company’s assets and for monitoring its cash flows. The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. Investor Disclosure Documents, which set out information on the Company’s investment strategy and policies, leverage, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder information are available on the Company’s website at www.jpmeemeasecurities.com There have been no material changes (other than those reflected in these financial statements) to this information requiring disclosure. Any information requiring immediate disclosure pursuant to the AIFMD will be disclosed to the London Stock Exchange through a primary information provider. As an authorised AIFM, JPMF will make the requisite disclosures on remuneration levels and policies to the FCA at the appropriate time. Directors The Directors of the Company who held office at the end of the year are detailed on page 45. Details of Directors’ beneficial shareholdings may be found in the Directors’ Remuneration Report on page 57. No changes have been reported to the Directors’ shareholdings since the year end. In accordance with corporate governance best practice, all Directors will retire by rotation at the forthcoming Annual
Directors’ Report General Meeting and, being eligible, will offer themselves for reappointment. The Nomination Committee, having considered their qualifications, performance and contribution to the Board and its committees, confirms that each Director continues to be effective and demonstrates commitment to the role and the Board recommends to shareholders that they be appointed/reappointed. Director Indemnification and Insurance As permitted by the Company’s Articles of Association, the Directors have the benefit of a deed of indemnity which is a qualifying third party indemnity, as defined by Section 234 of the Companies Act 2006. The deeds of indemnity were executed on 21st January 2011 and are currently in force. An insurance policy is maintained by the Company which indemnifies the Directors of the Company against certain liabilities arising in the conduct of their duties. There is no cover against fraudulent or dishonest actions. Disclosure of information to Auditors In the case of each of the persons who are Directors of the Company at the time when this report was approved: (a) so far as each of the Directors is aware, there is no relevant audit information (as defined in the Companies Act) of which the Company’s auditors are unaware, and (b) each of the Directors has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. The above confirmation is given and should be interpreted in accordance with the provision of Section 418(2) of the Companies Act 2006. Independent Auditor BDO LLP have expressed their willingness to continue in office as auditor to the Company, and resolutions proposing their reappointment and authorising the Directors to determine their remuneration for the ensuing year will be put to shareholders at the Annual General Meeting. Section 992 Companies Act 2006 The following disclosures are made in accordance with Section 992 Companies Act 2006. Capital Structure The Company’s capital structure is summarised on the inside front cover of this report. Voting Rights in the Company’s shares Details of the voting rights in the Company’s shares as at the date of this report are given in note 17 to the Notice of Annual General Meeting on page 92. Notifiable Interests in the Company’s Voting Rights At the year end the following had declared a notifiable interest in the Company’s voting rights: Number of Shareholders voting rights % City of London Investment Management 5,206,068 12.9 Camac Fund, LP 2,094,528 5.2 Miscellaneous Information The rules concerning the appointment and replacement of Directors, amendment of the Articles of Association and powers to issue or buy back the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006. There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; no agreements which the Company is party to that affect its control following a takeover bid; and no agreements between the Company and its Directors concerning compensation for loss of office. Listing Rule 9.8.4R Listing Rule 9.8.4R requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard. Annual General Meeting NOTE: THIS SECTION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should seek your own personal financial advice from your stockbroker, bank manager, solicitor or other financial adviser authorised under the Financial Services and Markets Act 2000. Resolutions relating to the following items of special business will be proposed at the forthcoming Annual General Meeting: (i) Authority to allot relevant securities and disapply pre-emption rights (resolutions 10 & 11) The Directors will seek renewal of the authority to issue up to 2,021,809 new shares or shares held in Treasury other than by a pro rata issue to existing shareholders up to an aggregate nominal amount of £20,218, such amount being equivalent to approximately 5% of the current issued share capital. The full text of the resolutions is set out in the Notice of Meeting on pages 89 to 92. It is advantageous for the Company to be able to issue new shares to investors when the Directors consider that it is in J.P. Morgan Asset Management 47 Directors’ Report
the best interest of shareholders to do so. Any such issues would only be made at prices greater than the NAV. (ii) Authority to repurchase the Company’s shares for cancellation (resolution 12) The authority to repurchase up to 14.99% of the Company’s issued share capital, granted by shareholders at the 2023 Annual General Meeting, will expire on 4th March 2024 unless renewed at the 2024 Annual General Meeting. The Directors consider that the renewal of the authority is in the interests of shareholders as a whole, as the repurchase of shares at a discount to the underlying NAV enhances the NAV of the remaining shares. The full text of the resolution is set out in the Notice of Annual General Meeting on pages 89 to 92. Repurchases will be made at the discretion of the Board and will only be made in the market at prices below the prevailing NAV per share as and when market conditions are appropriate. Recommendation The Board considers that resolutions 10 to 12 are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 5,500 shares representing approximately 0.01% of the voting rights in the Company. Corporate Governance Compliance The Board is committed to high standards of corporate governance. It has considered the principles and provisions of the AIC Code of Corporate Governance published in 2019 (the ‘AIC Code’), which addresses the principles and provisions set out in the UK Corporate Governance Code (the ‘UK Code’) published in 2018, as they apply to investment trust companies. It considers that reporting against the AIC Code, therefore, provides more appropriate information to the Company’s shareholders. Except where not practicable to undertake due to the crisis following Russia’s invasion of Ukraine on 24th February 2022 the Board confirms that the Company has complied with the principles and provisions of the AIC Code, in so far as they apply to the Company’s business, throughout the year under review. The latest disclosures required under the AIC Code have been added to this Report. As all of the Company’s day-to-day management and administrative functions are outsourced to third parties, it has no executive directors, employees or internal operations and therefore has not reported in respect of the following: — Role of the CEO, as the Company does not appoint a CEO; — Executive Director remuneration as the Company does not appoint executive directors; — The workforce, as the Company has no employees; — Internal audit function as the Company relies on the internal audit department of the manager; — Establishment of a separate Remuneration Committee, as this role is undertaken by the Nomination Committee chaired by a Director of the Company who is not the Chairman of the board. Role of the Board A management agreement between the Company and JPMorgan Funds Limited (‘JPMF’) (the Manager), sets out the matters over which the Manager has authority. This includes management of the Company’s assets and the provision of accounting, company secretarial, administration, and some marketing services. All other matters are reserved for the approval of the Board. A formal schedule of matters reserved to the Board for decision has previously been approved. This includes determination and monitoring of the Company’s investment objectives and policy and its future strategic direction, gearing policy, management of the capital structure, appointment and removal of third party service providers, review of key investment and financial data and the Company’s corporate governance and risk control arrangements. The formal evaluation of the Manager is carried out by the Management Engagement Committee every year. At each Board meeting, Directors’ interests are considered, including the time available to fulfil their duties. These are reviewed carefully, taking into account the circumstances surrounding them, and, if considered appropriate, are approved. It was resolved that there were no actual or indirect interests or other time commitments of a Director which conflicted with the interests of the Company, which arose during the year. Following the introduction of The Bribery Act 2010, the Board has adopted appropriate procedures designed to prevent bribery. It confirms that the procedures have operated effectively during the year under review. The Board meets at least quarterly during the year and additional meetings are arranged as necessary. Full and timely information is provided to the Board to enable it to function effectively and to allow Directors to discharge their responsibilities. There is an agreed procedure for Directors to take independent professional advice if necessary and at the Company’s expense. This is in addition to the access that 48 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Directors’ Report Corporate Governance Statement
every Director has to the advice and services of the Company Secretary, JPMF, which is responsible to the Board for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. Board Composition At the end of the reporting period, the Board consisted of three Non-executive Directors, all of whom are regarded by the Board as independent. As the Company’s revenue generation and outlook has stabilised following Russia’s invasion of Ukraine a further Board appointment is now planned, as detailed in the Chairman’s Statement. The Chairman’s independence was confirmed upon the decision to appoint him and is undertaken annually thereafter. The Directors have a breadth of investment knowledge, business and financial skills and experience relevant to the Company’s business and brief biographical details of each Director are set out on page 45. A review of Board composition and balance is included as part of the annual performance evaluation of the Board, details of which may be found below. Senior Independent Director The Senior Independent Director, Dan Burgess, leads the evaluation of the performance of the Chairman and is available to shareholders if they have concerns that cannot be resolved through discussion with the Chairman. Reappointment of Directors The Directors of the Company and their brief biographical details are set out on page 45. The skills and experience that each Director brings to the Board, and hence why their contributions are important to the long term success of the Company, are summarised in the biographical details referred to above. All of the Directors held office throughout the year under review. The length of appointment detailed below is calculated to the month of the Company’s AGM in March 2024. Resolution 5 is for the reappointment of Eric Sanderson. He joined the Board in January 2021 and has served for three year and two months as a Director and was appointed as Chairman following the AGM on 4th March 2022. Resolution 6 is for the reappointment of Nicholas Pink. He joined the Board in November 2019 and has served for four years and four months as a Director. Resolution 7 is for the appointment of Dan Burgess. He joined the Board in January 2022 and has served for two years and two months as a Director. The Board confirms that each of the Directors standing for reappointment at the forthcoming AGM continue to contribute effectively and recommends that shareholders vote in favour of their reappointment. Tenure Directors are initially appointed until the following Annual General Meeting when, under the Company’s Articles of Association, it is required that they be elected by shareholders. Thereafter, Directors stand for annual re-election, following the Board’s adoption of corporate governance best practice. Subject to the performance evaluation carried out each year, the Board will agree whether it is appropriate for the Director to seek an additional term. The Board does not believe that length of service in itself necessarily disqualifies a Director from seeking re-election but, when making a recommendation, the Board will take into account the requirements of the UK Corporate Governance Code, including the need to periodically refresh the Board and its sub-Committees. The table below details the tenure of Directors who are standing for reappointment at the forthcoming AGM and projected forward to 2031. The average tenure of the directors is less than five years. The Nomination Committee, having considered their qualifications, performance and contribution to the Board and its Committees, confirms that Mr Sanderson, Mr Pink and Mr Burgess continue to be effective and demonstrate commitment to the role. The terms and conditions of Directors’ appointments are set out in formal letters of appointment, copies of which are available for inspection on request at the Company’s registered office and at the Annual General Meeting. Meetings and Committees The Board delegates certain responsibilities and functions to committees. Details of membership of committees are shown with the Directors’ profiles on page 45. The table below details the number of scheduled Board, Audit, Nomination and Management Engagement Committee meetings attended by each Director. During the year there were four Board meetings, two Audit Committee meetings, one Nomination Committee and one Management Engagement Committee meeting. The table below does not include occasional ad-hoc meetings held throughout the year, which tend to be brief and relate to routine matters. Nicholas Pink Eric Sanderson Dan Burgess 2024 2025 2026 2027 2028 2029 2030 2031 n/a n/a n/a n/a Key - Tenure 0 – 6 years 7 – 8 years 9+ years Corporate Governance Statement J.P. Morgan Asset Management 49 Directors’ Report
Management Audit Nomination Engagement Board Committee Committee Committee Meetings Meetings Meetings Meetings Director Attended Attended Attended Attended Eric Sanderson 5 2 1 1 Nicholas Pink 5 2 1 1 Dan Burgess 5 2 1 1 Training and Appraisal On appointment, the Manager and Company Secretary provide all Directors with induction training. Thereafter regular briefings are provided on changes in regulatory requirements that affect the Company and the Directors. Directors are encouraged to attend industry and other seminars covering issues and developments relevant to investment trusts. Regular reviews of the Directors’ training needs are carried out by the Chairman, and of the Board chairman by the Nomination Committee Chairman by means of the evaluation process detailed below. Board Committees Nomination Committee The Nomination Committee, chaired by Nicholas Pink, consists of all Directors and meets at least annually to ensure that the Board has the balance of skills and experience to carry out its fiduciary duties and to select and propose suitable candidates, for appointment when necessary. The appointment process takes account of the benefits of diversity, including gender. A variety of sources, including the use of external recruitment consultants, may be used to ensure that a wide range of candidates is considered. The Board’s policy on diversity, including gender, is to take account of the benefits of these during the appointment process. However, the Board remains committed to appointing the most appropriate candidate, regardless of gender or other forms of diversity. Therefore, no targets have been set against which to report. See the section on Board Diversity on page 31 for further details regarding the most recent director appointment. Now that the Company’s revenue generation has stabilised following Russia’s invasion of Ukraine a further Board appointments is planned as detailed in the Chairman’s Statement. The Committee conducts an annual performance evaluation of the Board, its committees and individual Directors to ensure that all Directors and the Chairman have devoted sufficient time and contributed adequately to the work of the Board and its Committees. The evaluation of the Board considers the balance of experience, skills, independence, corporate knowledge, its diversity, including gender, and how it works together. This year questionnaires were completed by the Directors and the Chairman. The evaluation of the Directors; Chairman of the Audit Committee and Chairman of the Board was led by the Chairman of the Nomination Committee. The Committee also reviewed Directors’ fees and made recommendations to the Board as required. Triennially the Nomination Committee will consider the appointment of an externally facilitated board evaluation process, as referred to in the AIC Corporate Governance Code. The subject was considered in 2022 and the Committee agreed that it would not be appropriate to undertake a review due to the instability caused by Russia’s invasion of Ukraine and the recent changes in the Company’s investment objective. The Committee has procedures in place to deal with potential conflicts of interest and confirms that there were no actual or indirect interests of a Director which conflicted with the interests of the Company during the year. Audit Committee The report of the Audit Committee is set out on pages 53 and 54. The Management Engagement Committee The membership of the Management Engagement Committee consists of all the independent Directors and is chaired by Eric Sanderson. The Committee meets at least once a year to review the terms of the management agreement between the Company and the Manager, to review the performance of the Manager and fees, to review the notice period that the Board has with the Manager and to make recommendations to the Board on the continued appointment of the Manager following these reviews. During the year the investment management fee was reviewed. The key service providers of the Company are also reviewed. Further information is set out on page 42. Terms of Reference Each Committee has written terms of reference which define clearly their respective responsibilities, copies of which are available for inspection on request at the Company’s registered office, on the Company’s website and at the Annual General Meeting. Relations with Shareholders The Board regularly monitors the shareholder profile of the Company. It aims to provide shareholders with a full understanding of the Company’s activities and performance and reports formally to shareholders twice each year by way of the annual report and financial statements, and half year report. This is supplemented by the daily publication, through the London Stock Exchange, of the net asset value of the Company’s shares. The Company’s broker, investment managers and the Manager have regular discussions with larger shareholders. The Chairman and Directors make themselves available as and when required to address shareholder queries. The Directors may be contacted through the Company Secretary whose details are shown on page 98. The Chairman can also Corporate Governance Statement 50 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Directors’ Report
Corporate Governance Statement be contacted via the Company’s website by following the ‘Ask us a question’ link at www.jpmeemeasecurities.com . All shareholders are encouraged to attend the Company’s Annual General Meeting at which the Directors and representatives of the Manager are available in person to meet shareholders and answer their questions. In addition, a presentation is given by the investment manager who reviews the Company’s performance. The Company’s Annual Report and Financial Statements is published in time to give shareholders at least 20 working days’ notice of the Annual General Meeting. Shareholders wishing to raise questions in advance of the meeting are encouraged to write to the Company Secretary at the address shown on page 89. Details of the proxy voting on each resolution will be published on the Company website shortly after the Annual General Meeting. Risk Management and Internal Controls The UK Corporate Governance Code requires the Directors, at least annually, to review the effectiveness of the Company’s system of internal control and to report to shareholders that they have done so. This encompasses a review of all controls, which the Board has identified as including business, financial, operational, compliance and risk management. The Directors are responsible for the Company’s system of internal control which is designed to safeguard the Company’s assets, maintain proper accounting records and ensure that financial information used within the business, or published, is reliable. However, such a system can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore can only provide reasonable, but not absolute, assurance against fraud, material mis-statement or loss. Since investment management, custody of assets and all administrative services are provided to the Company by the Manager and its associates, the Company’s system of internal control mainly comprises monitoring the services provided by the Manager and its associates, including the operating controls established by them, to ensure they meet the Company’s business objectives. There is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. See page 33 Principal Risks. This process has been in place for the year under review and up to the date of the approval of the Annual Report and Financial Statements. Given the foregoing, and in common with most investment trust companies, the Company does not have an internal audit function of its own. The Manager’s internal audit department conducts regular and rigorous reviews of the various functions within its asset management business. Any significant findings that are relevant to the Company and/or the Manager’s investment trust business are reported to the Board. The key elements designed to provide effective internal control are as follows: • Financial Reporting Regular and comprehensive review by the Board of key investment and financial data, including management accounts, revenue projections, analysis of transactions and performance comparisons. • Management Agreement Appointment of a manager, depositary and custodian regulated by the Financial Conduct Authority (FCA), whose responsibilities are clearly defined in a written agreement. • Manager’s Systems The Manager’s system of internal control includes organisational agreements which clearly define the lines of responsibility, delegated authority, control procedures and systems. These are monitored by the Manager’s compliance department which regularly monitors compliance with FCA rules and reports to the Board. • Investment Strategy Authorisation and monitoring of the Company’s investment strategy and exposure limits by the Board. The Board, either directly or through the Audit Committee, keeps under review the effectiveness of the Company’s system of internal control by monitoring the operation of the key operating controls of the Manager and its associates as follows: – Reviews the terms of the management agreement and receives regular reports from the Manager’s compliance department; – Reviews the reports on the risk management and internal controls and the operations of its Depositary Bank of New York Mellon (International) Limited and its custodian JPMorgan Chase Bank, which are themselves independently reviewed; and – Reviews every six months the independent reports on the internal controls and the operations of the Manager. By means of the procedures set out above, the Board confirms that it has reviewed the effectiveness of the Company’s system of internal control for the year ended 31st October 2023, and to the date of approval of this Annual Report and Financial Statements. Moreover, the controls accord with the Financial Reporting Council, Guidance on Risk Management, internal control and related Financial and Business Reporting. During the course of its reviews of the system of internal control, the Board has not identified, nor been advised of any failings or weaknesses which it has determined to be significant. J.P. Morgan Asset Management 51 Directors’ Report
Corporate Governance and Voting Policy Although disrupted by Russia’s invasion of Ukraine and the subsequent closure of the Russian market to western investors, the Company delegates responsibility for voting to the Manager. Except where required to avoid mandatory obligations, the Company ceased voting its shares in Russian held companies following the invasion. The following is a summary of JPMorgan Asset Management (UK) Limited (‘JPMAM’) policy statements on corporate governance, voting policy and social and environmental issues, which has been reviewed and noted by the Board and will apply as far as permissible given the sanctions in place since Russia’s invasion of Ukraine in February 2022. Corporate Governance JPMAM believes that corporate governance is integral to our investment process. As part of our commitment to delivering superior investment performance to our clients, we expect and encourage the companies in which we invest to demonstrate the highest standards of corporate governance and best business practice. We examine the share structure and voting structure of the companies in which we invest, as well as the board balance, oversight functions and remuneration policy. These analyses then form the basis of our proxy voting and engagement activity. Proxy Voting JPMAM manages the voting rights of the shares entrusted to it as it would manage any other asset. It is the policy of JPMAM to vote in a prudent and diligent manner, based exclusively on our reasonable judgement of what will best serve the financial interests of our clients. So far as is practicable, we will vote at all of the meetings called by companies in which we are invested. Stewardship/Engagement JPMAM believes effective investment stewardship can materially contribute to helping build stronger portfolios over the long term for its clients. At the heart of JPMAM’s approach lies a close collaboration between its portfolio managers, research analysts and investment stewardship specialists to engage with the companies in which JPMAM invests. Regular engagement with JPMAM’s investee companies through investment-led stewardship has been a vital component of JPMAM’s active management heritage. JPMAM continues to exercise active ownership through regular and ad hoc meetings, and through its voting responsibilities. JPMAM’s formal stewardship structure is designed to identify risks and understand its portfolio companies’ activities, in order to enhance value and mitigate risks associated with them. JPMAM has identified five main investment stewardship priorities it believes have universal applicability and will stand the test of time: • governance; • strategy alignment with the long term; • human capital management; • stakeholder engagement; and • climate risk. Within each priority area, JPMAM has identified related themes it is seeking to address over a shorter time frame. These themes will evolve as JPMAM engages with companies to understand issues and promote best practice. This combination of long-term priorities and evolving, shorter-term themes provides JPMAM with a structured and targeted framework to guide its investors and investment stewardship teams globally as JPMAM engages with investee companies around the world. JPMAM is also committed to reporting more widely on our activities, including working to meet the practices laid out by the Financial Reporting Council (‘FRC’) in the UK Stewardship Code, to which JPMAM is a signatory. JPMAM’s Voting Policy and Corporate Governance Guidelines are available on request from the Company Secretary or can be downloaded from JPMAM’s website: https://am.jpmorgan.com/content/dam/jpm- amaem/global/en/institutional/communications/luxcommunic ation/corporate-governance-principles-andvoting- guidelines.pdf By order of the Board Paul Winship, ACIS for and on behalf of JPMorgan Funds Limited, Secretary 23rd January 2024 Corporate Governance Statement 52 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Directors’ Report
Role and Composition The Audit Committee, chaired by Dan Burgess, consists of all the Directors, and meets at least twice each year. The members of the Audit Committee consider that the Audit Committee comprises of directors who as a whole are competent in the Company’s sector and has at least one member who is competent in auditing and accounting. Ongoing evaluation is undertaken as detailed previously in order to identify any performance issues. The Committee reviews the actions and judgements of the Manager in relation to the half year and annual report and financial statements and the Company’s compliance with the UK Corporate Governance Code. The Audit Committee reviews the scope and results of the external audit, the quality of work, timing of communications, and work with JPMF, its cost effectiveness and the independence and objectivity of the external auditors. At the request of the Board, the Audit Committee provides confirmation to the Board as to how it has discharged its responsibilities so that the Board may ensure that information presented to it is fair, balanced and understandable, together with details of how it has done so. Going Concern In assessing the Company’s ability to continue as a going concern for at least 12 months, the Directors have considered the Company’s investment objective (see page 29), risk management policies (see pages 81 to 86), capital management (see note 21), the nature of the portfolio and expenditure projections, and believe that the Company has adequate resources, an appropriate financial structure and suitable management arrangements in place to continue in operational existence to 28th February 2025, being at least 12 months from approving this annual report and financial statements. 12 months is considered an appropriate period because that mirrors the financial reporting cycle and frequency of the external audit of the Company. For these reasons, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the accounts. The Directors considered the current political environment in Russia and the impact of sanctions. Considerations also included the effects of Russia’s invasion of Ukraine and the closure of the Russian market that followed and the new investment objective. See also Long Term Viability Statement on page 39. A resolution that the Company continue as an investment trust will be put to shareholders at the Annual General Meeting in 2027 and every five years thereafter. Financial Statements and Significant Accounting Matters During its review of the Company’s financial statements for the year ended 31st October 2023, the Audit Committee considered the following significant issues, in particular those communicated by the Auditors during their reporting: Significant issue How the issue was addressed The valuation of investments is undertaken in accordance with the accounting policies, disclosed in note 1(b) to the Financial Statements on page 72. Since Russia’s invasion of Ukraine in response to the prohibition of trading in Russian securities that followed, the Company has applied a fair value valuation method to its Russian held securities. The audit includes the determination of the valuation, existence and ownership of the investments. Controls are in place to ensure valuations are appropriate and existence is verified through the Depositary Report and custodian reconciliations. The Board monitors the controls in place. The Board was unable to control external events such as Russia’s invasion of Ukraine on 24th February 2022. However, the Board together with the Manager monitors the sanctions regime closely to ensure that the Company’s business operates within its requirements. In addition the Board monitors the political situation and its impact on the portfolio at frequent intervals and whenever a major event arises. Together with the input from the Investment Manager, efforts are made to manage exposure to certain sectors deemed to be more susceptible to political influences. The Board was unable to control external events such as Russia’s invasion of Ukraine on 24th February 2022. The Board considers asset allocation, stock selection and liquidity of the portfolio on a regular basis and has set investment restrictions and guidelines, which are managed in light of the current market disruption caused by Russia’s invasion of Ukraine on 24th February 2022. The recognition of investment income is undertaken in accordance with accounting note 1(d) to the accounts on page 72. The Board regularly reviews details of dividend income recognised. Since Russia’s invasion of Ukraine on 24th February 2022, receipt of dividends from Russian companies to the Company has been prohibited. Valuation existence and ownership of investments Political Risks including current sanctions and possible capital controls Market risk Recognition of investment income Audit Committee Report J.P. Morgan Asset Management 53 Directors’ Report
Significant issue How the issue was addressed Approval for the Company as an investment trust under Sections 1158 and 1159 has been obtained and ongoing compliance with the eligibility criteria is monitored on a regular basis by the Manager on behalf of the Board. The Audit Committee has reviewed the appropriateness of the adoption of the Going Concern basis in preparing the accounts, particularly in view of the impact of Russia’s invasion of Ukraine, the impact of Covid-19 and geopolitical tensions and update of the Company’s investment mandate. The Audit Committee recommended to the Board that the adoption of the Going Concern basis is appropriate (see Going Concern statement on page 53). The Board was made fully aware of any significant financial reporting issues and judgements made in connection with the preparation of the financial statements. Allocation of Expenses between Income and Capital The allocation of expenses between income and capital is 60% capital and 40% to revenue. The Committee will reconsider the allocation periodically. Assessment of the Effectiveness of the External Audit Process The Audit Committee has a primary responsibility for making recommendations to the Board on the reappointment and removal of external Auditors. Representatives of the Company’s Auditors attended the Audit Committee meeting at which the draft Annual Report and Financial Statements were considered and also engage with Directors as and when required. Having considered the external Auditors’ performance, including their technical competence, strategic knowledge, the quality of work, communications and reporting, the Committee was satisfied with the effectiveness of the external audit process. Auditor Appointment and Tenure The current audit firm BDO were appointed following a tender for audit services in November 2020. The Company’s year ended 31st October 2023 was the fourth year for audit partner Vanessa Bradley. Note 6 on page 75 details the Auditor’s fees. Fair Balanced and Understandable Having taken all available information into consideration and having discussed the content of the annual report and financial statements with the Alternative Investment Fund Manager (JPMF), Investment Managers, Company Secretary and other third party service providers, the Audit Committee has concluded that the Annual Report for the year ended 31st October 2023, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy, and has reported on these findings to the Board. The Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 60. By order of the Board Paul Winship, ACIS for and on behalf of JPMorgan Funds Limited, Secretary 23rd January 2024 Compliance with Sections 1158 and 1159 Russia’s invasion of Ukraine, Covid-19 and geopolitical tensions including the Israel-Palestine conflict 54 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Directors’ Report Audit Committee Report
Directors’ Remuneration Report Emaar - Dubai
Directors’ Remuneration Report 56 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Directors’ Remuneration Report The Board has prepared this Report in accordance with the requirements of Section 421 of the Companies Act 2006 as amended. Directors’ Remuneration Policy The Directors’ Remuneration Policy is subject to a triennial binding vote. The shareholders approved the resolution in favour of the Company’s Directors’ Remuneration Policy at the 2021 Annual General Meeting. Therefore, an ordinary resolution to approve this report is included as a resolution in the Notice to the Annual General Meeting on 4th March 2024 detailed on page 89. The policy subject to the vote, is set out in full below and is currently in force. At the Annual General Meeting held on 2nd March 2021, of votes cast, 99.97% of votes cast were in favour of (or granted discretion to the Chairman who voted in favour of) the remuneration policy and 0.03% voted against. Details of voting on the Directors’ Remuneration Policy from the 4th March 2024 Annual General Meeting will be provided in the Company’s 31st October 2024 annual report until the next vote to be held at the 2027 Annual General Meeting. The Board’s policy for this, and subsequent years, is that Directors’ fees should properly reflect the time spent by the Directors on the Company’s business and should be at a level to ensure that candidates of a high calibre are recruited to the Board. The Chairman of the Board and the Chairman of the Audit Committee are paid higher fees than other Directors, reflecting the greater time commitment involved in fulfilling those roles. The Nomination Committee, comprising all Directors, reviews fees on a regular basis and makes recommendations to the Board as and when appropriate. Reviews are based on market data provided by the Manager, and includes research carried out by Trust Associates on the level of fees paid to the directors of the Company’s peers and within the investment trust industry generally. All of the Directors are Non-executive. There are no performance-related elements to their fees and the Company does not operate any type of incentive, share scheme, award or pension scheme and therefore no Directors receive bonus payments or pension contributions from the Company or hold options to acquire shares in the Company. Directors are not granted exit payments and are not provided with compensation for loss of office. No other payments are made to Directors, other than the reimbursement of reasonable out-of-pocket expenses. The Company’s Articles of Association stipulate that aggregate fees must not exceed £200,000 per annum. Any increase in this the maximum aggregate amount requires both Board and shareholder approval. The Directors fees were increased with effect from 1st November 2023 to the following levels: Chairman: Increase by £3,000 from £39,000 to £42,000. Audit Chairman: Increase by £2,000 from £31,000 to £33,000. Other Directors: Increase by £2,000 from £26,000 to £28,000. The previous increase in Directors fees was on 1st November 2018. The Company has no Chief Executive Officer and no employees and therefore there was no consultation with employees, and there is no employee comparative data to provide, in relation to the setting of the remuneration policy for Directors. The Company has not sought shareholder views on its remuneration policy. The Nomination Committee considers any comments received from shareholders on remuneration policy on an ongoing basis and will take account of these views if appropriate. The Directors do not have service contracts with the Company. The terms and conditions of Directors’ appointments are set out in formal letters of appointment which are available for review at the Company’s Annual General Meeting and the Company’s registered office. Details of the Board’s policy on tenure are set out on page 49. Directors Remuneration Report The Directors’ Remuneration Report is subject to an annual advisory vote and therefore an ordinary resolution to approve this report will be put to shareholders at the forthcoming Annual General Meeting. There have been no changes to the policy compared with the previous year and no changes are proposed for the forthcoming year. At the Annual General Meeting held on 7th March 2023, of votes cast, 82.0% of votes cast were in favour of (or granted discretion to the Chairman who voted in favour of) the remuneration report and 18.0% voted against. Details of voting on the Remuneration Report from the 4th March 2024 Annual General Meeting will be given in the annual report for the year ending 31st October 2024, and annually thereafter. The law requires the Company’s Auditors to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditors’ opinion is included in the Independent Auditors’ Report on pages 62 to 66. Details of the implementation of the Company’s remuneration policy are given below. No advice from remuneration consultants was received during the year under review. Single total figure of remuneration The single total figure of remuneration for the Board as a whole for the year ended 31st October 2023 was £96,284. The single total figure of remuneration for each Director is detailed below together with the prior year comparative. There are no performance targets in place for the Directors of the Company and there are no benefits for any of the Directors which will vest in the future. There are no benefits, pension, bonus, long term incentive plans, exit payments or arrangements in place on which to report.
Directors’ Remuneration Report J.P. Morgan Asset Management 57 Directors’ Remuneration Report Single Total Figure Table 1 2023 2022 Taxable Taxable Fees expenses 2 Total Fees expenses 2 Total Directors’ Name £ £ £ £ £ £ Gill Nott 3 — — — 13,217 — 13,217 Ashley Dunster 3 — — — 8,594 — 8,594 Eric Sanderson 4 39,000 — 39,000 36,267 — 36,267 Nicholas Pink 26,000 284 26,284 26,000 — 26,000 Dan Burgess 5 31,000 — 31,000 24,742 — 24,742 Tamara Sakovska 3 — — — 8,233 — 8,233 Total 96,000 284 96,284 117,053 — 117,053 1 Audited information. Other subject headings for the single figure table as prescribed by regulations are not included because there is nothing to disclose in relation thereto. 2 Taxable travel and subsistence expenses incurred in attending Board and Committee meetings. 3 Tamara Sakovska retired on 25th February 2022, Ashley Dunster on 1st March 2022 and Gill Nott on 4th March 2022. 4 Appointed as a Director of the Company on 4th January 2021. 5 Appointed as a Director of the Company on 4th January 2022. Annual Percentage Change in Directors’ Remuneration The following table sets out the annual percentage change in Directors’ fees, including taxable expenses, for the year to 31st October 2023: Percentage change for the year ended 31st October 2023 2023 2022 2021 2020 Eric Sanderson 7.5% 1 46.3% 1 n/a n/a Nicholas Pink 1.1% 2 0.0% 0.0% 0.0% Dan Burgess 25.3% 3 n/a n/a n/a 1 Eric Sanderson was appointed as Director on 4th January 2021 and then as Chairman on 4th March 2022, therefore the % increase reflects the change from Director to Chairman during 2022 and then for the full year in 2023. 2 Includes total taxable expenses paid in 2023, which are shown in the single total figure of remuneration. 3 Dan Burgess was appointed on 4th January 2022, hence the % change reflects the fee paid for part for the year 2022 and that paid for the full year in 2023. During the year under review, Directors’ fees were paid at a fixed rate of £39,000 per annum for the Chairman, £31,000 per annum for the Chairman of the Audit Committee and £26,000 per annum for the other Director. Directors fees from 1st November 2023 will be: 2024 2023 Chairman £42,000 £39,000 Chairman of the Audit Committee £33,000 £31,000 Director £28,000 £26,000 No amounts (2022: nil) were paid to third parties for making available the services of Directors. The Company’s Directors Fees were last increased on 1st November 2018. Directors’ Shareholdings There are no requirements pursuant to the Company’s Articles of Association for the Directors to own shares in the Company. The Directors’ beneficial shareholdings as at 31st October are detailed below. The Directors have no other share interests or share options in the Company and no share schemes are available. 2023 2022 1 Number of Number of Directors’ Name shares held shares held Eric Sanderson 2,500 2,500 Nicholas Pink 3,000 3,000 Dan Burgess 2 0 0 1 Audited information. 2 Appointed 4th January 2022.
A graph showing the Company’s share price total return compared with the Company’s benchmark index, is set out below. Details of the Company’s performance are set out on page 17. Ten Year Total Return Performance to 31st October 2023 Source: Morningstar/RTS. A table showing the total remuneration for the role of Chairman over the five years ended 31st October 2023 is below: Remuneration for the role of Chairman over the five years ended 31st October 2023 Performance related benefits received as a Year ended percentage of 31st October Fees maximum payable 2023 £39,000 n/a 2022 £39,000 n/a 2021 £39,000 n/a 2020 £39,000 n/a 2019 £39,000 n/a A table showing actual expenditure by the Company on remuneration and distributions to shareholders for the year and the prior year is as follows: Expenditure by the Company on Remuneration and Distributions to Shareholders Year ended 31st October 2023 2022 Remuneration paid to all Directors £96,284 £117,053 Distribution to shareholders — by way of share repurchases — £2,530,000 — by way of dividend 1 — £20,420,000 Total distribution to shareholders — £22,950,000 1 See note 10(a) on page 77 for further details. For and on behalf of the Board Eric Sanderson Chairman 23rd January 2024 0 50 100 150 200 250 300 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 Share price total return. Prior to 1st March 2023, the Company’s benchmark was the RTS index in sterling terms which has been suspended to western news services. Consequently, no benchmark performance is shown for periods after 28th February 2022. Since 1st March 2023, the reference index adopted by the Company is the S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP and performance since 1st March 2023 is shown on page 6. Directors’ Remuneration Report 58 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Directors’ Remuneration Report
Statement of Directors’ Responsibilities JUMBO - toys
Statement of Directors’ Responsibilities 60 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Statement of Directors’ Responsibilities The Directors are responsible for preparing the annual report and financial statements, and the Directors’ Remuneration Report in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) and Financial Reporting Standard (FRS) 102. Under company law the Directors must not approve the financial statements unless they are satisfied that, taken as a whole, the annual report and financial statements provide the information necessary for shareholders to assess the Company’s performance, business model and strategy and that they give a true and fair view of the state of affairs of the Company and of the total return or loss of the Company for that period. In addition, to provide these confirmations, and in preparing these financial statements, the Directors must be satisfied that, taken as a whole, the annual report and financial statements are fair, balanced and understandable. In order to provide these confirmations and in preparing these annual statements the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business and the Directors confirm they have done so. The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations the Directors are also responsible for preparing a Strategic Report, a Directors’ Report, Directors’ Remuneration Report and Statement of Corporate Governance that comply with that law and those regulations. Each of the Directors, whose names and functions are listed in the Directors’ Report, confirms that, to the best of their knowledge: • the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards) and applicable law, give a true and fair view of the assets, liabilities, financial position and return or loss of the Company; • The Directors confirm that, taken as a whole, the annual report and financial statements are fair, balanced and understandable and provide the information necessary for shareholders to assess the strategy and business model of the Company; and of the total return or loss of the Company for that period. • That the Strategic Report and Directors Report include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that the Company faces. The report and financial statements are published on the www.jpmeemeasecurities.com website which is maintained by the Company’s Manager. The maintenance and integrity of the website maintained by the Manager is, so far as it relates to the Company, the responsibility of the Manager. The work carried out by the Auditors does not involve consideration of the maintenance and integrity of this website and, accordingly, the Auditors accept no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. The financial statements are prepared in accordance with UK legislation, which may differ from legislation in other jurisdictions. For and on behalf of the Board Eric Sanderson Chairman 23rd January 2024
Independent auditor’s report stc.com- personal/mobile, UAE
Opinion on the financial statements In our opinion the financial statements: • give a true and fair view of the state of the Company’s affairs as at 31st October 2023 and of its loss for the year then ended; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of JPMorgan Emerging Europe, Middle East & Africa Securities Plc (the ‘Company’) for the year ended 31st October 2023 which comprise the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Financial Position, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee. Independence Following the recommendation of the audit committee, we were appointed by the Board of Directors on 2nd March 2021 to audit the financial statements for the year ended 31st October 2021 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is 3 years, covering the years ended 31st October 2021 to 31st October 2023. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: • Evaluating the appropriateness of the Directors’ method of assessing the going concern in light of market volatility and the present uncertainties in economic recovery created by the ongoing geopolitical issues and Inflation by reviewing the information used by the Directors in completing their assessment; • Assessing the liquidity of the investment portfolio, which underpins the ability to meet the future obligations and operating expenses for a period of 12 months from the date of approval of these financial statements; • Checking the accuracy of historical forecasting by agreeing to actual results. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Overview 2023 2022 Key audit matters Valuation and ownership of quoted investments a a Materiality Company financial statements as a whole £188,800 (2022: £189,000) based on 1% (2022: 1%) of Net assets. Independent auditor’s report to the members of JPMorgan Emerging Europe, Middle East & Africa Securities Plc Independent Auditor’s Report 62 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Independent Auditor’s Report
An overview of the scope of our audit Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. How the scope of our audit addressed the Key audit matter key audit matter Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. We responded to this matter by testing the valuation and ownership of the whole portfolio of quoted investments. We performed the following procedures for all quoted investments with the exception of quoted Russian investments: • Confirmed the year-end bid price was used by agreeing to externally quoted prices of the shares; • Assessed if there were contra indicators, such as liquidity considerations, to suggest bid price was not the most appropriate indication of fair value by considering the realisation period for individual holdings; • In respect of the ownership of investments we obtained direct confirmation from JPMorgan Chase regarding all investments held at the reporting date. Key observations Based on our procedures performed we did not identify any matters to suggest that the valuation and ownership of quoted investments was not appropriate. The investment portfolio at year end comprised investments which are carried at fair value through profit or loss. There is a risk that the prices used for the valuation of the quoted investments held by the Company are not reflective of fair value and the risk that errors made in the recording of investment holdings result in the incorrect reflection of investments owned by the Company. In addition, due to the trading restrictions imposed on foreign investors investing in Russian securities as a result of the Russian invasion of Ukraine, Russian investments have not been valued based on bid price at year end and instead judgement has been applied by assessing the reasonableness of the quoted Russian Portfolio being written down by 99%. Therefore, we consider the valuation of investments to be the most significant audit area as there is a high level of estimation uncertainty involved in determining the valuation of the Russian investments as at 31st October 2023, and also because the quoted investments represent the most significant balance in the financial statements and underpin the principal activity of the entity. For these reasons, and the materiality of the balance in relation to the financial statements as a whole, we considered this to be a key audit matter. Valuation and ownership of investments (Note 11 on page 78 Independent Auditor’s Report J.P. Morgan Asset Management 63 Independent Auditor’s Report
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Company financial statements Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £3,776 (2022: £9,400). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. 2022 £m 2023 £m 3.97 0.19 Materiality 1% of Net assets 1% of Net assets Basis for determining materiality As an investment trust, the net asset value is considered to be the key measure of performance for users of the financial statements. As an investment trust, the net asset value is considered to be the key measure of performance for users of the financial statements. Rationale for the benchmark applied 2.98 0.14 Performance materiality The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year. The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year. Rationale for the percentage applied for performance materiality Basis for determining performance materiality 75% of materiality 75% of materiality Independent Auditor’s Report 64 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Independent Auditor’s Report
Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Responsibilities of Directors As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. • Directors' statement on fair, balanced and understandable [set out on page 54]; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks [set out on page 33]; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems [set out on page 51]; and • The section describing the work of the audit committee [set out on page 53]. Other Code provisions In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. Strategic report and Directors’ report In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Directors’ remuneration We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Matters on which we are required to report by exception • The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified [set out on page 53]; and • The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate [set out on page 53]. Going concern and longer-term viability Independent Auditor’s Report J.P. Morgan Asset Management 65 Independent Auditor’s Report
Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non- compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on: • Our understanding of the Company and the industry in which it operates; • Discussion with the investment manager and those charged with governance and Audit Committee; and • Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations. We considered the significant laws and regulations to be Companies Act 2006, the FCA listing and DTR rules, the principles of the AIC Code of Corporate Governance, industry practice represented by the AIC SORP, the applicable accounting framework, and the Company’s qualification as an Investment Trust under UK tax legislation, as any non-compliance of this would lead to the Company losing various deductions and exemptions from corporation tax. Our procedures in respect of the above included: • Agreement of the financial statement disclosures to underlying supporting documentation; • Enquiries of the investment manager and those charged with governance relating to the existence of any non-compliance with laws and regulations; • Reviewing minutes of meetings of those charged with governance throughout the period for instances of non-compliance with laws and regulations; and • Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its requirements to retain its Investment Trust Status. Fraud We assessed the susceptibility of the financial statement to material misstatement including fraud. Our risk assessment procedures included: • Enquiry with the investment manager and those charged with governance regarding any known or suspected instances of fraud; • Obtaining an understanding of the Company’s policies and procedures relating to: • Detecting and responding to the risks of fraud; and • Internal controls established to mitigate risks related to fraud. • Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; and • Discussion amongst the engagement team as to how and where fraud might occur in the financial statements. Based on our risk assessment, we considered the area most susceptible to fraud to be management override of controls. Our procedures in respect of the above included: • Recalculating investment management fees in total; • Obtaining independent confirmation of bank balances; and • Testing material period end journals which met a defined risk criteria by agreeing to supporting documentation and evaluating whether there was evidence of bias by the Investment Manager and Directors that represented a risk of material misstatement due to fraud. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Vanessa-Jayne Bradley (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, United Kingdom 23rd January 2024 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). Independent Auditor’s Report 66 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Independent Auditor’s Report
Financial Statements Anglo gold Ashanti - gold mining company, Johannesburg, South Africa
68 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Statement of Comprehensive Income Financial Statements For the year ended 31st October 2023 2023 2022 Revenue Capital Total Revenue Capital Total Notes £’000 £’000 £’000 £’000 £’000 £’000 Losses on investments held at fair value through profit or loss 3 — (161) (161) — (360,154) (360,154) Net foreign currency (losses)/gains — (72) (72) — 1,293 1,293 Income from investments 4 641 11 652 5,927 — 5,927 Interest income 4 209 — 209 102 — 102 Gross return/(loss) 850 (222) 628 6,029 (358,861) (352,832) Management fee 5 (41) (62) (103) (420) (630) (1,050) Other administrative expenses 6 (467) (30) (497) (431) — (431) Net return/(loss) before finance costs and taxation 342 (314) 28 5,178 (359,491) (354,313) Finance costs 7 (1) — (1) — — — Net return/(loss) before taxation 341 (314) 27 5,178 (359,491) (354,313) Taxation charge 8 (35) — (35) (864) — (864) Net return/(loss) after taxation 306 (314) (8) 4,314 (359,491) (355,177) Return/(loss) per share 9 0.76p (0.78)p (0.02)p 10.66p (888.10)p (877.44)p All revenue and capital items in the above statement derive from continuing operations. The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columns represent supplementary information prepared under guidance issued by the Association of Investment Companies. The net return/(loss) after taxation represents the profit/(loss) for the year and also total comprehensive income. The notes on page 72 to 87 form an integral part of these financial statements. Statement of Changes in Equity For the year ended 31st October 2023 Called up Capital share redemption Capital Revenue capital reserve reserves 1 reserve 1 Total £’000 £’000 £’000 £’000 £’000 At 31st October 2021 408 193 372,107 24,307 397,015 Repurchase and cancellation of the Company’s own shares (3) 3 (2,530) — (2,530) Net (loss)/return — — (359,491) 4,314 (355,177) Dividends paid in the year (note 10) — — — (20,420) (20,420) At 31st October 2022 405 196 10,086 8,201 18,888 Net (loss)/return — — (314) 306 (8) At 31st October 2023 405 196 9,772 8,507 18,880 1 Revenue reserve and the capital reserves form the distributable reserves of the Company and may be used to fund distributions to shareholders. See note 15 on page 79 for details. The notes on pages 72 to 87 form an integral part of financial statements.
J.P. Morgan Asset Management 69 Statement of Financial Position Financial Statements At 31st October 2023 2023 2022 Notes £’000 £’000 Fixed assets Investments held at fair value through profit or loss 11 17,370 1,918 Current assets 12 Debtors 882 20 Cash and cash equivalents 1,040 17,064 1,922 17,084 Current liabilities 13 Creditors: amounts falling due within one year (412) (114) Net current assets 1,510 16,970 Total assets less current liabilities 18,880 18,888 Net assets 18,880 18,888 Capital and reserves Called up share capital 14 405 405 Capital redemption reserve 15 196 196 Capital reserves 15 9,772 10,086 Revenue reserve 15 8,507 8,201 Total shareholders’ funds 18,880 18,888 Net asset value per share 16 46.7p 46.7p The financial statements on pages 68 to 71 were approved and authorised for issue by the Directors on 23rd January 2024 and signed on their behalf by: Eric Sanderson Chairman The notes on pages 72 to 87 form an integral part of these financial statements. Company registration number: 4567378.
70 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Statement of Cash Flows Financial Statements For the year ended 31st October 2023 2023 2022 1 £’000 £’000 Cash flows from operating activities Net return/(loss) before finance costs and taxation 28 (354,313) Adjustment for: Net loss on investments held at fair value through profit or loss 161 360,154 Net foreign currency losses/(gains) 72 (1,293) Dividend income (652) (5,927) Interest income (209) (102) Realised (loss)/gain on foreign exchange transactions (78) 924 Realised exchange gain on Liquidity — 524 Increase in accrued income and other debtors (7) (4) Increase/(decrease) in accrued expenses 132 (107) Net cash outflow from operating activities before dividends and interest (553) (144) Dividends received 577 5,740 Interest received 209 103 Overseas withholding tax recovered 5 22 Net cash inflow from operating activities 238 5,721 Purchases of investments (19,928) (17,449) Sales of investments 3,661 41,154 Settlement of currency contracts — — Net cash (outflow)/inflow from investing activities (16,267) 23,705 Dividends paid — (20,420) Repurchase and cancellation of the Company’s own shares — (2,678) Interest paid (1) — Net cash outflow from financing activities (1) (23,098) (Decrease)/increase in cash and cash equivalents (16,030) 6,328 Cash and cash equivalents at start of year 17,064 10,951 Exchange movements 6 (215) Cash and cash equivalents at end of year 1,040 17,064 Cash and cash equivalents consist of: Cash and short term deposits 39 83 Cash held in JPMorgan Sterling Liquidity Fund 1,001 16,981 Total 1,040 17,064 1 The presentation of the Cash Flow Statement, as permitted under FRS 102, has been changed so as to present the reconciliation of ‘net return/(loss) before finance costs and taxation’ to ‘net cash inflow from operating activities’ on the face of the Cash Flow Statement. Previously, this was shown by way of note. Other than consequential changes in presentation of the certain cash flow items, there is no change to the cash flows as presented in previous periods. The notes on pages 72 to 87 form an integral part of these financial statements.
J.P. Morgan Asset Management 71 Statement of Cash Flows continued Financial Statements Analysis of changes in net cash As at Other non-cash As at 31st October 2022 Cash flows charges 31st October 2023 £’000 £’000 £’000 £’000 Cash and cash equivalents Cash 83 (50) 6 39 Cash equivalents 16,981 (15,980) — 1,001 Net cash 17,064 (16,030) 6 1,040
72 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements For the year ended 31st October 2023 1. Accounting policies (a) Basis of accounting The financial statements are prepared under the historical cost convention, modified to include fixed asset investments at fair value, and in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice (‘UK GAAP’), including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (the ‘SORP’) issued by the Association of Investment Companies in July 2022. All of the Company’s operations are of a continuing nature. The financial statements have been prepared on a going concern basis. In forming this opinion, the Directors have considered the impact of Russia’s invasion of Ukraine and conflict between Israel and Palestine. They have considered the mitigation measures which key service providers, including the Manager, have in place to maintain operational resilience. The Directors have broadened the Company’s investment mandate to include emerging European, Middle Eastern and African countries and concluded that this is sufficient to apply the going concern basis. The Directors have reviewed income and expense projections and the liquidity of the investment portfolio in making their assessment. The policies applied in these financial statements are consistent with those applied in the preceding year. (b) Valuation of investments The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. The portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy. Upon initial recognition the investments are held at cost, excluding expenses incidental to purchase which are expensed to capital at the time of acquisition. Subsequently, investments traded in active markets are valued at fair value, which are quoted bid prices. For investments which are not traded in active markets, unlisted and restricted investments, the Board takes into account the latest traded prices, other observable market data and asset values based on the latest management accounts. The Directors consider that in the absence of observable market data on its Russian investments resulting from the closure of the Moscow Exchange (MOEX) to overseas investors, there has been a material change to the market value of its Russian investments. The fair value valuation methodology applied to those investments held at the 31st October 2023 is in accordance with the established fair valuation policies and procedures of the Manager, JPMorgan Funds Limited. This fair valuation was applied to the last traded price on 25th February 2022 for locally held stock on the MOEX (i.e. when the market was still trading normally) using a 99% provision for valuation purposes. Similarly, for the American Depositary Receipts and Global Depositary Receipts the fair value adjustment has been applied to the last trade price on 2nd March 2022 and a 99% provision for valuation applied. The quantum of the provision applied of 99% is a subjective view designed to acknowledge that there is some intrinsic value in the portfolio, albeit, it is currently untradeable. All purchases and sales are accounted for on a trade date basis. (c) Accounting for reserves Gains and losses on sales of investments including the related foreign exchange gains and losses, realised gains and losses on foreign currency, management fees allocated to capital and any other capital charges, are included in the Statement of Comprehensive Income and dealt with in capital reserves within ‘Realised Gains and losses’. Increases and decreases in the valuation of investments held at the year end including the related foreign exchange gains and losses, are included in the Statement of Comprehensive Income and dealt with in capital reserves within ‘Investment holding gains and losses’. (d) Income Dividends receivable from equity shares are included in revenue on an ex-dividend basis except where, in the opinion of the Board, the dividend is capital in nature, in which case it is included in capital. Since Russia’s invasion of Ukraine in February 2022, dividends paid by investee companies have been held in a Custodian ‘S’ account. Monies in this account cannot currently be converted into GBP and remitted to the Company. Accordingly, they are not recognised in the Company’s accounts.
J.P. Morgan Asset Management 73 Notes to the Financial Statements Financial Statements Overseas dividends are included gross of any withholding tax. Special dividends are recognised on an ex-dividend basis and are treated as a capital item or revenue item depending on the facts and circumstances of each dividend. Where the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised in revenue. Any excess in the value of the shares received over the amount of the cash dividend is recognised in capital. Interest receivable from deposits and from the liquidity fund are taken to revenue on an accruals basis. (e) Expenses All expenses are accounted for on an accruals basis. Expenses are allocated wholly to the revenue account with the following exceptions: – The management fee is allocated 40% to revenue and 60% to capital, in line with the Board’s expected long term split of revenue and capital return from the Company’s investment portfolio. – Expenses incidental to the purchase and sale of an investment are charged to capital. These expenses are commonly referred to as transaction costs and comprise brokerage commission and stamp duty. Details of transaction costs are given in note 11 on page 78. (f) Financial instruments Cash and cash equivalents may comprise cash including demand deposits which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Liquidity funds are considered cash equivalents as they are held for cash management purposes as an alternative to cash, are short term, and readily convertible to a known amount of cash. Since Russia’s invasion of Ukraine on 24th February 2022, the Company’s remittance of dividends from Russian companies has been prohibited. As a result, cash and cash equivalents in respect of Russia are held in restricted accounts which are not available to the Company and therefore are not recognised in the annual financial report. Other debtors and creditors do not carry any interest, are short term in nature and are accordingly stated at nominal value, with debtors reduced by appropriate allowances for estimated irrecoverable amounts. Derivative financial instruments, including short term forward currency contracts are valued at fair value, which is the net unrealised gain or loss, and are included in current assets or current liabilities in the Statement of Financial Position. Changes in the fair value of derivative financial statements are recognised in the Statement of Comprehensive Income as capital. (g) Taxation Current tax is provided at the amounts expected to be paid or recovered. Deferred tax is provided on all timing differences that have originated but not reversed by the balance sheet date. Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised to the extent that it is more likely than not that taxable profits will be available against which those timing differences can be utilised. Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an undiscounted basis. (h) Value Added Tax (‘VAT’) Expenses are disclosed inclusive of the related irrecoverable VAT. Recoverable VAT is calculated using the partial exemption method based on the proportion of zero rated supplies to total supplies.
1. Accounting policies (continued) (i) Foreign currency The Company is required to identify its functional currency, being the currency of the primary economic environment in which the Company operates. The Board, having regard to the currency of the Company’s share capital and the predominant currency in which it pays distributions expenses and its shareholders operate, has determined that sterling is the functional currency. Sterling is also the currency in which the financial statements are presented. Transactions denominated in foreign currencies are converted at actual exchange rates at the date of the transaction. Monetary assets, liabilities and equity investments held at fair value, denominated in foreign currencies at the year end are translated at the rates of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included in the Statement of Comprehensive Income as an exchange gain or loss in revenue or capital, depending on whether the gain or loss is of a revenue or capital nature. ( j) Dividends Dividends are included in the financial statements in the year in which they are paid. (k) Repurchase of ordinary shares for cancellation The cost of repurchasing ordinary shares including the related stamp duty and transactions costs is charged to the ‘Capital Reserve’ since the ‘Other Reserve’ has been extinguished and dealt with in the Statement of Changes in Equity. Share repurchase transactions are accounted for on a trade date basis. The nominal value of ordinary share capital repurchased and cancelled is transferred out of ‘Called up share capital’ and into ‘Capital redemption reserve’. 2. Significant accounting judgements, estimates and assumptions The preparation of the Company’s financial statements on occasion requires the Directors to make judgements, estimates and assumptions that affect the reported amounts in the primary financial statements and the accompanying disclosures. These assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the current and future periods, depending on circumstance. With the exception of the valuation methodology applied at 31st October 2023 to the Russian securities outlined in note 1 (b) above, the Directors do not consider that any significant accounting judgements or estimates have been applied to this set of financial statements, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. Dividends received which appear to be unusual in size or circumstance are assessed on a case-by-case basis, based on interpretation of the investee companies’ relevant statements, in order to make a judgement to determine their allocation in accordance with the SORP to either the Revenue Account or Capital Reserves. Judgement is involved in determining the functional currency of the company in accordance with SORP and FRS 102. See accounting policy 1(i) to determine the functional currency. 3. Losses on investments held at fair value through profit or loss 2023 2022 £’000 £’000 Realised (losses)/gains on sales of investments (4,654) 3,843 Net change in unrealised losses and gains on investments 4,496 (363,977) Other capital charges (3) (20) Total capital losses on investments held at fair value through profit or loss (161) (360,154) 74 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements
J.P. Morgan Asset Management 75 Notes to the Financial Statements Financial Statements 4. Income 2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Income from investments UK dividends 5 — 5 — — — Overseas dividends 623 — 623 5,927 — 5,927 Special dividends 13 11 24 — — — 641 11 652 5,927 — 5,927 Interest and similar income Interest from Liquidity Fund 207 — 207 101 — 101 Deposit interest 2 — 2 1 — 1 209 — 209 102 — 102 Total income 850 11 861 6,029 — 6,029 5. Management fee 2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Management fee 41 62 103 420 630 1,050 Details of the management fee are given in the Directors’ Report on page 46. 6. Other administrative expenses 2023 2022 £’000 £’000 Administration expenses 126 148 Safe custody fees 193 82 Directors' fees 1 96 117 Auditors’ remuneration for audit services 2 44 36 Depositary fees 3 8 25 ADR and GDR charges 4 — 23 Total charged to revenue 467 431 Legal fees 5 30 — Total charged to capital 30 — Total 497 431 1 Full disclosure is given in the Directors’ Remuneration Report on pages 56 to 58. 2 The audit fees for the year is £44,000 (2022: £36,000) excluding VAT. The irrecoverable VAT amounts to £nil (2022: £2,000). The total fee including irrecoverable VAT is £44,000 (2022: £38,000). 3 Includes £nil (2022: £2,000) irrecoverable VAT. 4 Consists of the costs to the Company of holding American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs). See note 18. Transactions with the Manager and related parties, ADR/GDR Costs for the portion of these costs that were charged by JPMorgan Chase Bank N.A. on page 80, and Glossary of Terms and Alternative Performance Measures (APMs’) on page 95 for further details. 5 Professional services excluding VAT in connection with all work carried out on behalf of the Company in respect of sponsorship and legal advice and assistance relating to the Company's change in investment policy.
7. Finance costs 2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Bank overdraft Interest 1 — 1 — — — 8. Taxation (a) Analysis of tax charge for the year 2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Overseas withholding tax 35 — 35 864 — 864 Total tax charge for the year 35 — 35 864 — 864 (b) Factors affecting the total tax charge for the year The tax assessed for the year is higher (2022: higher) than the Company’s applicable blended rate of corporation tax of 22.52% (2022: 19.00%), being the combined effective tax rate in respect of the tax years that are applicable during the Company’s financial year end. The factors affecting the total tax charge for the year are as follows: 2023 2022 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Net return/(loss) before taxation 341 (314) 27 5,178 (359,491) (354,313) Net return/(loss) on ordinary activities before taxation multiplied by the Company’s applicable rate of corporation tax of 22.52% (2022: 19.00%) 77 (71) 6 984 (68,303) (67,319) Effects of: Losses on investments not subject to UK income tax — 52 52 — 68,183 68,183 Non taxable UK dividends (1) — (1) — — — Non taxable overseas dividends (143) (2) (145) (1,126) — (1,126) Tax attributable to expenses and finance costs charged to capital (21) 21 — (120) 120 — Overseas withholding tax on dividends 35 — 35 864 — 864 Unutilised expenses carried forward to future periods 88 — 88 262 — 262 Total tax charge for the year 35 — 35 864 — 864 (c) Deferred taxation The Company has an unrecognised deferred tax asset of £1,680,000 (2022: £1,582,000) based on a prospective corporation tax rate of 25% (2022: 25%).The March 2021 Budget announced an increase to the main rate of corporation tax to 25% from 1st April 2023. This increase in the standard rate of corporation tax was substantively enacted on 24th May 2021 and became effective from 2nd June 2021. The deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income amounting to £6,720,000 (2022: £6,327,000). Given the composition of the Company’s portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the financial statements. Given the Company’s status as an investment trust company and the intention to continue meeting the conditions required to obtain approval, the Company has not provided for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments. 76 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements
J.P. Morgan Asset Management 77 Notes to the Financial Statements Financial Statements 9. Return/(loss) per share 2023 2022 £’000 £’000 Revenue return 306 4,314 Capital loss (314) (359,491) Total loss (8) (355,177) Weighted average number of shares in issue during the year 40,436,176 40,478,765 Revenue return per share 0.76p 10.66p Capital loss per share (0.78)p (888.10)p Total loss per share (0.02)p (877.44)p 10. Dividends (a) Dividends paid and proposed 2023 2022 £’000 £’000 Dividends paid 2022 interim dividend of nil (2021: 25.0p) — 10,311 2022 final dividend of nil (2021: 10.0p) — 4,044 2023 interim dividend of nil (2022: 15.0p) — 6,065 — 20,420 (b) Dividends for the purposes of Section 1158 of the Corporation Tax Act 2010 (‘Section 1158’) The requirements of Section 1158 are considered on the basis of the dividend proposed in respect of the financial year, shown below. The revenue available for distribution by way of dividend is £306,000 (2022: £4,314,000). 2023 2022 £’000 £’000 2023 interim dividend of nil (2022: 15.0p) — 6,065 2023 final dividend of 0.5p (2022: nil) 202 — Total dividends for Section 1158 purposes 202 6,065 The final dividend proposed in respect of the year ended 31st October 2023 is subject to shareholder approval at the forthcoming Annual General Meeting. In accordance with the accounting policy of the Company, this dividend will be reflected in the financial statements for the year ending 31st October 2024.
11. Investments held at fair value through profit or loss 2023 2022 £’000 £’000 Investments listed on a recognised stock exchange 17,370 1,918 Opening book cost 230,479 250,406 Opening investment holding (losses)/gains (228,561) 135,416 Opening valuation 1,918 385,822 Purchases at cost 20,115 17,449 Sales proceeds (4,505) (41,219) (Losses)/gains on sales of investments based on the carrying value at the previous balance sheet date (4,654) 3,843 Net movement in investment holding gains/(losses) 4,496 (363,977) 17,370 1,918 Closing book cost 241,435 230,479 Closing investment holding (losses) (224,065) (228,561) Total investments held at fair value through profit or loss 17,370 1,918 Following Russia’s invasion of Ukraine and closure of the Moscow Exchange (MOEX) to overseas investors, including the Company, an alternative fair value valuation method was applied to the Company’s holdings in Russian stocks. For its MOEX local stock, an alternative fair value adjustment has been applied to the last trade price on 25th February 2022. The price of these stocks has been determined by taking the live market price as at 25th February 2022 and applying a 99% provision for valuation. Similarly, for the American Depositary Receipts and Global Depositary Receipts an alternative fair value adjustment has been applied to the last trade price on 2nd March 2022 and a 99% provision for valuation applied. The Company received £4,505,000 (2022: £41,219,000) from investments sold in the year. The book cost of these investments when they were purchased was £9,159,000 (2022: £37,376,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments. Transaction costs on purchases during the year amounted to £44,000 (2022: £35,000) and on sales during the year amounted to £7,000 (2022: £20,000). These costs comprise mainly brokerage commission and stamp duty and are charged to capital (per note 1(e). 12. Current assets 2023 2022 £’000 £’000 Debtors Securities sold awaiting settlement 820 — Overseas tax recoverable 23 — VAT recoverable 16 10 Dividends and interest receivable 12 — Other debtors 11 10 Total 882 20 The Directors consider that the carrying amount of debtors approximates to their fair value. The Directors do not consider any of the amounts included in the note above to be past due or impaired as at 31st October 2023 (2022: £nil). Cash and cash equivalents Cash and cash equivalents comprise bank balances, short term deposits and liquidity funds. The carrying amount of these represents their fair value. See note 18 for details. 78 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements
J.P. Morgan Asset Management 79 Notes to the Financial Statements Financial Statements 13. Current liabilities 2023 2022 £’000 £’000 Creditors: amounts falling due within one year Other creditors and accruals 225 114 Securities purchased awaiting settlement 187 — Total 412 114 The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value. 14. Called up share capital 2023 2022 Number of Number of Shares £’000 Shares £’000 Ordinary shares of 1p each Opening balance 40,436,176 405 40,776,176 408 Repurchase and cancellation of shares — — (340,000) (3) Closing balance 40,436,176 405 40,436,176 405 The holders of ordinary shares carry the right to receive all the revenue profits of the Company available for distribution and from time to time determined by the Directors to be distributed by way of dividend. The holders of the ordinary shares hold all voting rights and are entitled to all the assets of the Company on a return of capital, return of assets or on a winding up. Further details of transactions in the Company’s shares are given in Share Capital on page 31. 15. Capital and reserves Capital reserves 1 Investment Capital Realised holding Called up redemption gains gains and Revenue share capital reserve and losses 1 losses reserve 1 Total 2023 £’000 £’000 £’000 £’000 £’000 £’000 Opening balance 1st November 2022 405 196 238,647 (228,561) 8,201 18,888 Realised foreign currency losses on cash and cash equivalents — — (72) — — (72) Realised losses on investments — — (4,654) — — (4,654) Unrealised gains on investments — — — 4,496 — 4,496 Expenses charged to capital — — (92) — — (92) Other capital charges — — (3) — — (3) Capital special dividends received — — 11 — — 11 Retained revenue for the year — — — — 306 306 Closing balance 31st October 2023 405 196 233,837 (224,065) 8,507 18,880 1 These reserves form the distributable reserves of the Company and may be used to fund distributions to investors via dividend payments.
15. Capital and reserves (continued) Capital reserves 1 Investment Called up Capital Realised holding share redemption gains gains and Revenue capital reserve and losses 1 losses reserve 1 Total 2022 £’000 £’000 £’000 £’000 £’000 £’000 Opening balance 1st November 2021 408 193 236,751 135,356 24,307 397,015 Realised foreign currency gains on cash and cash equivalents — — 1,293 — — 1,293 Unrealised losses on foreign currency spot contracts from prior period now realised — — (60) 60 — — Realised gains on investments — — 3,843 — — 3,843 Unrealised losses on investments — — 0 (363,977) — (363,977) Repurchase and cancellation of the Company’s own shares (3) 3 (2,530) — — (2,530) Expenses charged to capital — — (630) — — (630) Other capital charges — — (20) — — (20) Retained revenue for the year — — — — 4,314 4,314 Dividends paid in the year — — — — (20,420) (20,420) Closing balance 31st October 2022 405 196 238,647 (228,561) 8,201 18,888 1 These reserves form the distributable reserves of the Company and may be used to fund distributions to investors via dividend payments. 16. Net asset value per share 2023 2022 Net assets (£’000) 18,880 18,888 Number of shares in issue 40,436,176 40,436,176 Net asset value per share 46.7p 46.7p 17. Contingent liabilities and capital commitments At the balance sheet date there were no contingent liabilities or capital commitments (2022: none). Note: The old note 17 now forms the first part of the Statement of Cash Flows. 18. Transactions with the Manager and related parties Details of the management contract are set out in the Directors’ Report on page 46. The management fee payable to the Manager for the year was £103,000 (2022: £1,050,000) of which £nil (2022: £nil) was outstanding at the year end. Included in note 6 on page 75 are safe custody fees amounting to £193,000 (2022: £82,000) payable to JPMorgan Chase Bank N.A. during the year of which £96,000 (2022: £nil) was outstanding at the year end. The Manager may carry out some of its dealing transactions through group subsidiaries. These transactions are carried out at arm’s length. The commission payable to JPMorgan Securities Limited for the year was £nil (2022: £2,000) of which £nil (2022: £nil) was outstanding at the year end. The Company was also holding cash in the JPMorgan Sterling Liquidity Fund, which is managed by JPMF. At the year end this was valued at £1,001,000 (2022: £16,981,000). Interest amounting to £207,000 (2022: £101,000) was receivable during the year of which £nil (2022: £nil) was outstanding at the year end. Handling charges on dealing transactions amounting to £3,000 (2022: £20,000) were payable to JPMorgan Chase Bank N.A. during the year of which £5,000 (2022: £20,000) was outstanding at the year end. Included in note 6 on page 75, are American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs) costs of £nil (2022: £27,000) charged by the JPMorgan Chase Bank N.A.. JPMorgan Chase Bank N.A.’s cost is ‘passed through’ with no additional margin added. At the year end, total cash of £39,000 (2022: £83,000) was held with JPMorgan Chase Bank, N.A.. A net amount of interest of £2,000 (2022: £1,000) was receivable by the Company during the year from JPMorgan Chase. Full details of Directors’ remuneration and shareholdings can be found on page 57 and in note 6 on page 75. 80 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements
J.P. Morgan Asset Management 81 Notes to the Financial Statements Financial Statements 19. Disclosures regarding financial instruments measured at fair value The Company’s financial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio. The investments are categorised into a hierarchy consisting of the following three levels: (1) The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date (2) Inputs other than quoted prices included within Level 1 that are observable (i.e.: developed using market data) for the asset or liability, either directly or indirectly (3) Inputs are unobservable (i.e.: for which market data is unavailable) for the asset or liability Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset. Details of the valuation techniques used by the Company are given in note 1(b) on page 72. The following table sets out the fair value measurements using the FRS 102 hierarchy at 31st October. 2023 2022 Assets Liabilities Assets Liabilities £’000 £’000 £’000 £’000 Level 1 15,812 — — — Level 3 1 1,558 — 1,918 — Total 17,370 — 1,918 — 1 Following Russia’s invasion of Ukraine and closure of the Moscow Exchange (MOEX) to overseas investors, including the Company, a fair value valuation method was applied to the Company’s holdings in Russian stocks. Therefore the Company has applied an alternative valuation method. For its MOEX local stock, a fair value adjustment has been applied to the last trade price on 25th February 2022. The price of these stocks has been determined by taking the live market price as at 25th February 2022 and applying a 99% provision for valuation and for American Depositary Receipts and Global Depositary Receipts a fair value adjustment has been applied to the last trade price on 2nd March 2022. 2023 2022 Total Total £’000 £’000 Level 3 Opening balance 1,918 — Transfers into Level 3 — 385,822 Sales proceeds — — Realised losses (4,658) — Change in fair value of unquoted investment during the year 4,298 (383,904) Closing balance 1,558 1,918 20. Financial instruments’ exposure to risk and risk management policies As an investment trust, the Company invests in equities for the long term so as to secure its investment objective stated on the ‘Features’ page. In pursuing this objective, the Company is exposed to a variety of financial risks that could result in a reduction in the Company’s net assets or a reduction in the profits available for dividends. These financial risks include market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Directors’ policy for managing these risks is set out below. The Company Secretary, in close cooperation with the Board and the Manager, coordinates the Company’s risk management policy. The objectives, policies and processes for managing the risks and the methods used to measure the risks that are set out below, have not changed from those applying in the comparative year.
20. Financial instruments’ exposure to risk and risk management policies (continued) The Company’s classes of financial instruments are as follows: – investments in listed equity shares of emerging Europe (including Russia), Middle East and Africa companies, which are held in accordance with the Company’s investment objective; – cash held within a liquidity fund and time deposits; – short term debtors, creditors and cash arising directly from its operations; and – loan facilities, the purpose of which are to finance the Company’s operations. (a) Market risk The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. Information to enable an evaluation of the nature and extent of these three elements of market risk is given in parts (i) to (iii) of this note, together with sensitivity analyses where appropriate. The Board reviews and agrees policies for managing these risks and these policies have remained unchanged from those applying in the comparative year. The Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis. (i) Currency risk Substantially all of the Company’s assets, liabilities and income are denominated in currencies other than sterling which is the Company’s functional currency and presentation currency. As a result, movements in exchange rates may affect the sterling value of those items. Management of currency risk The Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board, which meets on at least five occasions each year. The Manager measures the risk to the Company of this exposure by considering the effect on the Company’s net asset value and income of a movement in rates of exchange to which the Company’s assets, liabilities, income and expenses are exposed. Foreign currency borrowing may be used to limit the Company’s exposure to changes in exchange rates which might otherwise adversely affect the value of the portfolio of investments. This borrowing would be limited to currencies and amounts commensurate with the asset exposure to those currencies. Income denominated in foreign currencies is converted to sterling on receipt. Foreign currency exposure The fair value of the Company’s monetary items that have foreign currency exposure at 31st October are shown below. Where the Company’s equity investments (which are not monetary items) are priced in a foreign currency, they have been included separately in the analysis so as to show the overall level of exposure. 2023 Saudi South Arab Arabian African Emirates Riyal Rand Dirham US Dollar Euro Rouble Others Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Net current assets 242 19 1 436 — — 10 708 Foreign currency exposure on net monetary items 242 19 1 436 — — 10 708 Investments held at fair value through profit or loss 5,507 4,343 2,464 1,507 958 441 1,951 17,171 Total net foreign currency exposure 5,749 4,362 2,465 1,943 958 441 1,961 17,879 82 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements
J.P. Morgan Asset Management 83 Notes to the Financial Statements Financial Statements 2022 US Dollar Rouble Total £’000 £’000 £’000 Net current assets — 1,461 1,461 Foreign currency exposure on net monetary items — 1,461 1,461 Investments held at fair value through profit or loss 1,212 706 1,918 Total net foreign currency exposure 1,212 2,167 3,379 In the opinion of the Directors, the above year end amounts are broadly representative of the exposure to foreign currency risk during the year. Equity investments held at fair value through profit or loss have all been included under their respective currency exposure in the tables above, because they are priced in that currency. However it should be noted that the operating activities of these companies are primarily exposed to the currencies detailed in the tables above. Foreign currency sensitivity The following table illustrates the sensitivity of return after taxation for the year and net assets with regard to the Company’s monetary financial assets and financial liabilities and exchange rates. The sensitivity analysis is based on the Company’s monetary currency financial instruments held at each balance sheet date and the income receivable in foreign currency and assumes a 10% (2022: 10%) appreciation or depreciation in sterling against the currencies to which the Company is exposed to, which is considered to be a reasonable illustration based on the volatility of exchange rates during the year. 2023 2022 If sterling If sterling If sterling If sterling strengthens weakens strengthens weakens by 10% by 10% by 10% by 10% £’000 £’000 £’000 £’000 Statement of Comprehensive Income – return after taxation Revenue return 43 (43) 603 (603) Capital return 71 (71) 146 (146) Total return after taxation 114 (114) 749 (749) Net assets 114 (114) 749 (749) In the opinion of the Directors, the above sensitivity analysis is broadly representative of the whole year. The foreign currency sensitivity of the equity investments is included within the Other Price Risk sensitivity disclosed in note 20(a) (iii). (ii) Interest rate risk Interest rate movements may affect the level of income receivable on cash deposits and the liquidity fund. Management of interest rate risk The Company does not normally hold significant cash balances. Short term borrowings may be used when required, however the Company currently has no loan facility in place.
20. Financial instruments’ exposure to risk and risk management policies (continued) (a) Market risk (continued) (ii) Interest rate risk (continued) Interest rate exposure The exposure of financial assets and liabilities to floating interest rates using the year end figures, giving cash flow interest rate risk when rates are reset, is shown below. 2023 2022 £’000 £’000 Exposure to floating interest rates: JPMorgan US Dollar Liquidity Fund 1,001 16,981 Cash and short term deposits 1 39 83 Total exposure 1,040 17,064 Interest receivable on cash balances, or paid on overdrafts, is at a margin below or above SONIA respectively (2022: same). Interest rate sensitivity The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 4.0% (2022: 4.0%) increase or decrease in interest rates in regards to the Company’s monetary financial assets and financial liabilities. This level of change is considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company’s monetary financial instruments held at the balance sheet date with all other variables held constant. 2023 2022 4.0% increase 4.0% decrease 4.0% increase 4.0% decrease in rate in rate in rate in rate £’000 £’000 £’000 £’000 Statement of Comprehensive Income – return after taxation Revenue return 42 (42) 683 (683) Capital return — — — — Total return after taxation 42 (42) 683 (683) Net assets 42 (42) 683 (683) In the opinion of the Directors, this sensitivity analysis may not be representative of the Company’s future exposure to interest rate changes due to fluctuations in the level of cash balances and cash held in the liquidity fund. (iii) Other price risk Other price risk includes changes in market prices, other than those arising from interest rate risk or currency risk, which may affect the value of equity investments. Management of other price risk The Board meets on at least five occasions each year to consider the asset allocation of the portfolio and the risk associated with particular industry sectors. The investment management team has responsibility for monitoring the portfolio, which is selected in accordance with the Company’s investment objectives and seeks to ensure that individual stocks meet an acceptable risk/reward profile. 84 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements
J.P. Morgan Asset Management 85 Notes to the Financial Statements Financial Statements Other price risk exposure The Company’s total exposure to changes in market prices at 31st October comprises its holdings in equity investments as follows: 2023 2022 £’000 £’000 Investments held at fair value through profit or loss 17,370 1,918 The above data is broadly representative of the exposure to other price risk during the current and comparative year. Concentration of exposure to other price risk An analysis of the Company’s investments is given on pages 27 and 28 which shows the geographical exposure of the portfolio. It should also be noted that an investment may not be entirely exposed to the economic conditions in its country of domicile or of listing. Other price risk sensitivity The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 10% (2022: 10%) in the market value of equity investments. This level of change is considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company’s equities, adjusting for changes in the management fee but with all other variables held constant. 2023 2022 10% increase 10% decrease 10% increase 10% decrease in fair value in fair value in fair value in fair value £’000 £’000 £’000 £’000 Statement of Comprehensive Income – return after taxation Revenue return (16) 16 (2) 2 Capital return 1,737 (1,737) 192 (192) Total return after taxation 1,721 (1,721) 190 (190) Net assets 1,721 (1,721) 190 (190) (b) Liquidity risk This is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Management of the risk Liquidity risk is not significant as the Company’s assets comprise mainly cash and cash equivalents and readily realisable securities, which can be sold to meet funding requirements if necessary. There is currently no loan facility in place.
20. Financial instruments’ exposure to risk and risk management policies (continued) (b) Liquidity risk (continued) Liquidity risk exposure Contractual maturities of the financial liabilities, based on the earliest date on which payment can be required are as follows: 2023 2022 More than More than three months three months Three but not More Three but not More months more than than one months more than than one or less one year year Total or less one year year Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Creditors: Other creditors and accruals 225 — — 225 114 — — 114 Securities purchased awaiting settlement 187 — — 187 — — — — 412 — — 412 114 — — 114 The liabilities shown above represent future contractual payments and therefore may differ from the amounts shown in the Statement of Financial Position. (c) Credit risk Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result in loss to the Company. Management of credit risk Portfolio dealing The Company invests in markets that operate Delivery Versus Payment (‘DVP’) settlement. The process of DVP mitigates the risk of losing the principal of a trade during the settlement process. The Manager continuously monitors dealing activity to ensure best execution, a process that involves measuring various indicators including the quality of trade settlement and incidence of failed trades. Counterparty lists are maintained and adjusted accordingly. Cash and cash equivalents Counterparties are subject to regular credit analysis by the Manager and deposits can only be placed with counterparties that have been approved by JPMAM’s Counterparty Risk Group and the Board. Exposure to JPMorgan Chase JPMorgan Chase Bank, N.A. is the custodian of the Company’s assets. The Company’s assets are segregated from JPMorgan Chase’s own trading assets. Therefore these assets are designed to be protected from creditors in the event that JPMorgan Chase were to cease trading. The Depositary, Bank of New York Mellon (International) Limited, is responsible for the safekeeping of all custodial assets of the Company and for verifying and maintaining a record of all other assets of the Company. However, no absolute guarantee can be given on the protection of all the assets of the Company. Credit risk exposure The amounts shown in the Statement of Financial Position under debtors and cash and cash equivalents represent the maximum exposure to credit risk at the current and comparative year ends. (d) Fair values of financial assets and financial liabilities All financial assets and liabilities are either included in the Statement of Financial Position at fair value or the carrying amount is a reasonable approximation of fair value. 86 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Notes to the Financial Statements Financial Statements
J.P. Morgan Asset Management 87 Notes to the Financial Statements Financial Statements 21. Capital management policies and procedures The Company’s capital structure comprises the following: 2023 2022 £’000 £’000 Equity: Called up share capital 405 405 Reserves 18,475 18,483 Total capital 18,880 18,888 The investment objective of the Company during the reporting period was to maximise total returns, primarily from investment in quoted securities. On 23rd November 2022, the Company’s investment objective was widened to include investment in Emerging Europe, Middle East and Africa. The Company’s capital management objectives are to ensure that it will continue as a going concern and to maximise capital return to its equity shareholders. 2023 2022 £’000 £’000 Investments held at fair value through profit or loss 17,370 1,918 Net assets 18,880 18,888 Net cash 8.0% 89.8% The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes: – the planned level of gearing, which takes into account the Manager’s views on the market; – the need to buy back equity shares for cancellation, which takes into account the share price discount or premium; and – the need for issues of new shares. 22. Subsequent events The Directors have evaluated the period since the year end and have not noted any subsequent events.
Shareholder Information Sabic - Agriculture UAE
Notice of Annual General Meeting J.P. Morgan Asset Management 89 Shareholder Information Notice is hereby given that the twenty-first Annual General Meeting of JPMorgan Emerging Europe, Middle East & Africa Securities plc will be held at 60 Victoria Embankment, London EC4Y 0JP on 4th March 2024 at 2.30 p.m. for the following purposes: 1. To receive the Directors’ Report, the Annual Accounts and the Auditors’ Report for the year ended 31st October 2023. 2. To approve the Directors’ Remuneration Report for the year ended 31st October 2023. 3. To approve the Directors’ Remuneration Policy. 4. To approve a final ordinary dividend of 0.5p per Share. 5. To reappoint Eric Sanderson a Director of the Company. 6. To reappoint Nicholas Pink a Director of the Company. 7. To reappoint Dan Burgess a Director of the Company. 8. To reappoint BDO as Auditors to the Company. 9. To authorise the Directors to determine the auditors remuneration. Special Business To consider the following resolutions: Authority to allot new shares – Ordinary Resolution 10. THAT the Directors of the Company be and they are hereby generally and unconditionally authorised, (in substitution of any authorities previously granted to the Directors), pursuant to Section 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers for the Company to allot relevant securities (within the meaning of Section 551 of the Act) up to an aggregate nominal amount of £20,218, representing approximately 5% of the Company’s issued ordinary share capital as at the date of the passing of this resolution, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 unless renewed at a general meeting prior to such time, save that the Company may before such expiry make offers, agreements or arrangements which would or might require relevant securities to be allotted after such expiry and so that the Directors of the Company may allot relevant securities in pursuance of such offers, agreements or arrangements as if the authority conferred hereby had not expired. Authority to disapply pre-emption rights on allotment of relevant securities – Special Resolution 11. THAT subject to the passing of Resolution 10 set out above, the Directors of the Company be and they are hereby empowered pursuant to Section 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 10 or by way of a sale of Treasury shares as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £20,218, representing approximately 5% of the issued ordinary share capital as at the date of the passing of this resolution at a price of not less than the net asset value per share and shall expire upon the expiry of the general authority conferred by Resolution 10 above, save that the Company may before such expiry make offers, or agreements which would or might require equity securities to be allotted after such expiry and so that the Directors of the Company may allot equity securities in pursuant of such offers, or agreements as if the power conferred hereby had not expired. Authority to repurchase the Company’s shares – Special Resolution 12. THAT the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the ‘Act’) to make market purchases (within the meaning of Section 693 of the Act) of its issued ordinary shares of 1 pence each in the capital of the Company. PROVIDED ALWAYS THAT (i) the maximum number of ordinary shares hereby authorised to be purchased shall be 6,061,383 or if less, that number of ordinary shares which is equal to 14.99% of the Company’s issued share capital as at the date of the passing of this Resolution; (ii) the minimum price which may be paid for an ordinary share will be 1 pence; (iii) the maximum price which may be paid for an ordinary share shall be an amount equal to the highest of: (a) 105% of the average of the middle market quotations for an ordinary share taken from and calculated by reference to the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased; or (b) the price of the last independent trade; or (c) the highest current independent bid; (iv) any purchase of ordinary shares will be made in the market for cash at prices below the prevailing net asset value per ordinary share (as determined by the Directors) at the date following not more than seven days before the date of purchase; (v) the authority hereby conferred shall expire at the Company’s Annual General Meeting to be held in 2025 unless the authority is renewed at a general meeting prior to such time; and
Notice of Annual General Meeting 90 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Shareholder Information (vi) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of shares pursuant to any such contract notwithstanding such expiry. By order of the Board Paul Winship ACIS, for and on behalf of JPMorgan Funds Limited, Secretary 23rd January 2024 Notes These notes should be read in conjunction with the notes on the reverse of the proxy form. 1. If law or Government guidance so requires at the time of the Meeting, the Chairman of the Meeting will limit, in his sole discretion, the number of individuals in attendance at the Meeting. In addition, the Company may still impose entry restrictions on certain persons wishing to attend the AGM in order to secure the orderly and proper conduct of the Meeting. 2. A member entitled to attend and vote at the Meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the Meeting. A member can appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him. 3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Details of how to appoint the Chairman or another person(s) as your proxy or proxies using the proxy form are set out in the notes to the proxy form. If a voting box on the proxy form is left blank, the proxy or proxies will exercise his/their discretion both as to how to vote and whether he/they abstain(s) from voting. Your proxy must attend the Meeting for your vote to count. Appointing a proxy or proxies does not preclude you from attending the Meeting and voting in person. 4. Any instrument appointing a proxy, to be valid, must be lodged in accordance with the instructions given on the proxy form. 5. You may change your proxy instructions by returning a new proxy appointment. The deadline for receipt of proxy appointments also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same Meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the other or others as regards that share; if the Company is unable to determine which was last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the other or others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.
Notice of Annual General Meeting J.P. Morgan Asset Management 91 Shareholder Information 6. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), members must be entered on the Company’s register of members as at 6.30 p.m. two business days prior to the Meeting (the ‘specified time’). If the Meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original Meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. If however the Meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company’s register of members as at 6.30 p.m. two business days prior to the adjourned Meeting or, if the Company gives notice of the adjourned Meeting, at the time specified in that notice. Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote at the meeting or adjourned meeting. 7. Entry to the Meeting will be restricted to shareholders and their proxy or proxies, with guests admitted only by prior arrangement. 8. A corporation, which is a shareholder, may appoint an individual(s) to act as its representative(s) and to vote in person at the Meeting (see instructions given on the proxy form). In accordance with the provisions of the Companies Act 2006, each such representative(s) may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative. Representatives should bring to the meeting evidence of their appointment, including any authority under which it is signed. 9. Members that satisfy the thresholds in Section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to: (a) 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 AGM; or (b) any circumstances connected with an Auditor of the Company ceasing to hold office since the previous AGM; which the members propose to raise at the meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company’s Auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website pursuant to this right. 10. Pursuant to Section 319A of the Companies Act 2006, the Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member attending the meeting except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting or if it would involve the disclosure of confidential information. 11. Under Sections 338 and 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the Meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the Meeting; and/or (ii) to include in the business to be dealt with at the Meeting any matter (other than a proposed resolution) which may properly be included in the business at the Meeting. A resolution may properly be moved, or a matter properly included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than the date that is six clear weeks before the Meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. 12. A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (a ‘Nominated Person’). The rights to appoint a proxy can not be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. 13. 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 AGM, the total voting rights members are entitled to exercise at the AGM 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.jpmeemeasecurities.com .
Notice of Annual General Meeting 92 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Shareholder Information 14. The register of interests of the Directors and connected persons in the share capital of the Company and the Directors’ letters of appointment are available for inspection at the Company’s registered office during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted). It will also be available for inspection at the Annual General Meeting. No Director has any contract of service with the Company. 15. You may not use any electronic address provided in this Notice of meeting to communicate with the Company for any purposes other than those expressly stated. 16. As an alternative to completing a hardcopy Form of Proxy/Voting Direction Form, you can appoint a proxy or proxies electronically by visiting www.sharevote.co.uk . You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy/Voting Direction Form). Alternatively, if you have already registered with Equiniti Limited’s online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk . Full instructions are given on both websites. 17. As at 22nd January 2024 (being the latest business day prior to the publication of this Notice), the Company’s issued share capital consists of 40,436,176 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company are 40,436,176. Electronic appointment – CREST members CREST members who wish to appoint a proxy or proxies by utilising 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. See further instructions on the proxy form.
Glossary of Terms and Alternative Performance Measures (‘APMs’) (Unaudited) J.P. Morgan Asset Management 93 Shareholder Information Alternative Performance Measures (APMs’) are numerical measures of current, historical or future financial performance, financial position or cash flow that are not GAAP measures. APMs’ are intended to supplement the information in the financial statements, providing useful industry-specific information that can assist shareholders to better understand the performance of the Company. Where a measure is labelled as an APM, a definition and reconciliation to a GAAP measure is set out below: Return to Shareholders (APM) Total return to the shareholders, on a last traded price to last traded price basis, assuming that all dividends received were reinvested, without transaction costs, into the shares of the Company at the time the shares were quoted ex-dividend. Year ended Year ended 31st October 31st October Total return calculation Page 2023 2022 Opening share price (p) 7 79.0 864.0 (a) Closing share price (p) 7 119.9 79.0 (b) Total dividend adjustment factor 1 1.000000 1.037876 (c) Adjusted closing share price (d = b x c) 119.9 82.0 (d) Total return to shareholders (e = (d / a) – 1) 51.8% (90.5)% (e) 1 The dividend adjustment factor is calculated on the assumption that the dividends paid out by the Company are reinvested into the shares of the Company at the last traded price quoted at the ex-dividend date. Net asset value per share (APM) The value of Company’s net assets (total assets less total liabilities) divided by the number of ordinary shares in issue. Please see note 16 on page 80 for detailed calculations. Return on Net Assets (APM) Total return on net asset value (‘NAV’) per share, on a bid value to bid value basis, assuming that all dividends paid out by the Company were reinvested, without transaction costs, into the shares of the Company at the NAV per share at the time the shares were quoted ex-dividend. Year ended Year ended 31st October 31st October Total return calculation Page 2023 2022 Opening NAV per share (p) 7 46.7 973.6 Closing NAV per share (p) 7 46.7 46.7 Less: interim dividend declared but not paid prior to year start date — (25.0) Adjusted opening NAV per share (p) 46.7 948.6 (a) Less: interim dividend declared but not paid prior to year end date — — Adjusted closing NAV per share (p) 46.7 46.7 (b) Total dividend adjustment factor 1 1.000000 1.034122 (c) Adjusted closing NAV per share (d = b x c) 46.7 48.29 (d) Total return on net assets (e = d / a – 1) 0.0% (94.9)% (e) 1 The dividend adjustment factor is calculated on the assumption that the dividends paid out by the Company are reinvested into the shares of the Company at the NAV at the ex-dividend date. In accordance with industry practice, dividends payable which have been declared but which are unpaid at the balance sheet date are deducted from the NAV per share when calculating the total return on net assets.
Glossary of Terms and Alternative Performance Measures (‘APMs’) (Unaudited) 94 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Shareholder Information Reference Index The Company has a reference index (S&P Emerging Europe, Middle East & Africa BMI Net Return in GBP) rather than a benchmark because there is currently no benchmark that matches the profile of the Company’s portfolio. The Company’s previous benchmark was the RTS Index which had been adopted by the Company on 1st November 2016. Due to Russia’s invasion of Ukraine in February 2022 and subsequent closure of the Russian market and cessation of distribution of data from the RTS index and other Russian indices, the Company ceased to have a benchmark. A reference index allows investment performance and risk measurement of the new investments made under the new mandate. However, it is indicative due to the continuing ownership of Russian assets which cannot be traded and cash. Hence it is a reference index and not a benchmark. The Board does not intend to measure performance of the portfolio relative to the reference index for the purposes of the 2027 continuation vote. For further details see Chairman statement on page 8. Gearing/(Net Cash) (APM) Gearing represents the excess amount above shareholders’ funds of total investments, expressed as a percentage of the shareholders’ funds. If the amount calculated is negative, this is shown as a ‘net cash’ position. 31st October 31st October Gearing calculation Page 2023 2022 Investments held at fair value through profit or loss 69 17,370 1,918 (a) Net assets 69 18,880 18,888 (b) Gearing/(net cash) (c = (a / b) – 1) (8.0)% (89.8)% (c) Ongoing charges (APM) The ongoing charges represent the Company’s management fee and all other operating expenses excluding finance costs payable, expressed as a percentage of the average of the daily net assets during the year and is calculated in accordance with guidance issued by the Association of Investment Companies. 31st October 31st October Ongoing charges calculation Page 2023 2022 Management fee 75 103 1,050 Other administrative expenses 75 497 431 Total management fee and other administrative expenses 600 1,481 (a) Average daily cum-income net assets 18,837 121,051 (b) Ongoing charges (c = a / b) 3.19% 1.22% (c) Share Price Discount/Premium to Net Asset Value (‘NAV’) per Share (APM) If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. The discount is shown as a percentage of the NAV per share. The opposite of a discount is a premium. It is more common for an investment trust’s shares to trade at a discount than at a premium (page 9). Performance attribution Analysis of how the Company achieved its recorded performance relative to its reference index.
Glossary of Terms and Alternative Performance Measures (‘APMs’) (Unaudited) J.P. Morgan Asset Management 95 Shareholder Information Performance Attribution Definitions: Asset allocation Measures the impact of allocating assets differently from those in the reference index, via the portfolio’s weighting in different countries, sectors or asset types. Stock selection Measures the effect of investing in securities to a greater or lesser extent than their weighting in the reference index, or of investing in securities which are not included in the reference index. Currency effect Measures the impact of currency exposure differences between the Company’s portfolio and its reference index. Gearing/(net cash) Measures the impact on returns of borrowings or cash balances on the Company’s relative performance. Management fee/Other expenses The payment of fees and expenses reduces the level of total assets, and therefore has a negative effect on relative performance. Share Buyback Measures the enhancement to net asset value per share of buying back the Company’s shares for cancellation at a price which is less than the Company’s net asset value per share. ADR/GDR American Depositary Receipts and Global Depositary Receipts. ADRs and GDRs’ are certificates that represent shares of a foreign stock. ‘S’ Account In response to sanctions which have been imposed by the United States, the European Union, the United Kingdom and other countries following Russia’s invasion of Ukraine in February 2022, the Russian Federation responded with certain counter-measures. These include establishing ‘Type S’ accounts in respect of certain payment obligations, including dividends and other payments linked to financial instruments, due from Russian entities owed to non-Russian persons connected with countries considered to be committing ‘unfriendly acts’ against the Russian Federation, including EU member states, UK and USA. The Company’s ‘S’ account which consists of cash balances largely emanating from dividend payments made by Russian companies in the Company’s portfolio but also includes proceeds from a tender offer, is opened with its Global Custodian, JPMorgan Chase Bank, N.A. London Branch. JPMCBNA London Branch onward holds this cash with its sub-custodian, J.P. Morgan Bank International (Limited Liability Company), where they are trapped in Russia. The Company is not permitted to instruct any payments to be made from the ‘S’ account. It is not known if the funds in the ‘S’ account will ever be remitted outside of Russia to the Company. The funds in the ‘S’ account are not recognised in the Company’s accounts. The Custodian reports the balance in the ‘S’ account to the Board regularly. For the balance in the ‘S’ account as at the reporting period see the reference in the Chairman’s Statement on page 9.
Where to Buy JPMorgan Emerging Europe, Middle East & Africa Securities plc 96 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Shareholder Information You can invest in JPMorgan Emerging Europe, Middle East & Africa Securities plc and other JPMorgan managed investment trusts through the following: 1. Via a third party provider Third party providers include: Please note this list is not exhaustive and the availability of individual trusts may vary depending on the provider. These websites are third party sites and J.P. Morgan Asset Management does not endorse or recommend any. Please observe each site’s privacy and cookie policies as well as their platform charges structure. The Board encourages all of its shareholders to exercise their rights and notes that many specialist platforms provide shareholders with the ability to receive company documentation, to vote their shares and to attend general meetings, at no cost. Please refer to your investment platform for more details, or visit the Association of Investment Companies’ (‘AIC’) website at https://www.theaic.co.uk/how- to-vote-your-shares for information on which platforms support these services and how to utilise them. 2. Through a professional adviser Professional advisers are usually able to access the products of all the companies in the market and can help you to find an investment that suits your individual circumstances. An adviser will let you know the fee for their service before you go ahead. You can find an adviser at unbiased.co.uk . You may also buy investment trusts through stockbrokers, wealth managers and banks. To familiarise yourself with the Financial Conduct Authority (FCA) adviser charging and commission rules, visit fca.org.uk . AJ Bell Investcentre Barclays Smart Investor Charles Stanley Direct Selftrade Fidelity Personal Investing Halifax Share Dealing Hargreaves Lansdown Interactive Investor EQi
Share Fraud Warning J.P. Morgan Asset Management 97 Shareholder Information Investment and pension scams are Be a ScamSmart investor and spot the warning signs Fraudsters will often: • contact you out of the blue • apply pressure to invest quickly • downplay the risks to your money • promise tempting returns that sound too good to be true • even ask you to not tell anyone else about it How to avoid investment and pension scams Y contacting our Consumer Helpline on 0800 111 6768 or using our reporting form using the link below. If you’ve lost money in a scam, contact Action Fraud on 0300 123 2040 or www.actionfraud.police.uk Scammers usually cold call, but contact can also come by email, post, word of mouth investment out of the blue, chances are it’s a high risk investment or a scam. Check the FCA Warning List Use the FCA Warning List to check the risks of a potential investment – you can also search our authorisation. Get impartial advice before investing – don’t use Be ScamSmart and visit 1 2 3
Information About the Company 98 JPMorgan Emerging Europe, Middle East & Africa Securities plc – Annual Report & Financial Statements 2023 Shareholder Information Financial Conduct Authority (‘FCA’) Regulation of ‘non-mainstream pooled investments’ and MiFID II ‘complex investments’ The Company currently conducts its affairs so that the shares issued by the Company can be recommended by independent financial advisers to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The shares are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an investment trust. The Company’s ordinary shares are not considered to be ‘complex investments’ under the FCA’s ‘Appropriateness’ rules and guidance in the Conduct of Business sourcebook. Consumer Duty Value Assessment The Manager has conducted an annual value assessment on the Company in line with Financial Conduct Authority (FCA) rules set out in the Consumer Duty regulation. The assessment focuses on the nature of the product, including benefits received and its quality, limitations that are part of the product, expected total costs to clients and target market considerations. Within this, the assessment considers quality of services, performance of the trust (against both benchmark and peers), total fees (including management fees and entry and exit fees as applicable to the Company), and also considers whether vulnerable consumers are able to receive fair value from the product. The Manager has concluded that the Company is providing value based on the above assessment. History The Company was launched in December 2002 by a placing and offer for subscription. It is the successor Company to The Fleming Russia Securities Fund Limited, a closed-ended investment company incorporated in Jersey and listed on the Irish Stock Exchange. The Company changed its name to JPMorgan Russian Securities plc on 1st March 2006. On 23rd November 2022 shareholders approved a widening of the Company’s Investment objective to include Emerging Europe, Middle East & Africa. On the same date the Company’s name was changed to JPMorgan Emerging Europe, Middle East & Africa Securities plc. Life of the Company Directors will propose a resolution that the Company continue as an investment trust at the Annual General Meeting in 2027 and every five years thereafter. Company Numbers Company registration number: 4567378 London Stock Exchange Sedol number: 0032164732 ISIN: GB0032164732 Bloomberg ticker: JEMA LN LEI: 549300II3MHI98ZLVH37 Market Information The Company’s shares are listed on the London Stock Exchange. The market price is shown daily in the Financial Times and on the JPMorgan website at www.jpmeemeasecurities.com where the share price is updated every 15 minutes during trading hours. Website www.jpmeemeasecurities.com Share Transactions The Company’s shares may be dealt in directly through a stockbroker or professional adviser acting on an investor’s behalf. Manager and Company Secretary JPMorgan Funds Limited Company’s Registered Office 60 Victoria Embankment London EC4Y 0JP Telephone: 0800 20 40 20 or +44 1268 44 44 70 email: [email protected] For company secretarial and administrative matters, please contact Paul Winship at the Company’s registered office. Depositary The Bank of New York Mellon (International) Limited 160 Queen Victoria Street London EC4V 4LA The Depositary has appointed JPMorgan Chase Bank, N.A. as the Company’s custodian. Registrars Equiniti Limited Reference 2610 Aspect House Spencer Road Lancing West Sussex BN99 6DA Telephone number: +44 (0)371 384 2945 Lines open 8.30 a.m. to 5.30 p.m. Monday to Friday. Calls to the helpline will cost no more than a national rate call to a 01 or 02 number. If calling from outside of the UK, please ensure the country code is used. Notifications of changes of address and all enquiries regarding certificates should be sent to the Registrar quoting reference 2610. Registered shareholders can obtain further details on individual holdings on the internet by visiting www.shareview.co.uk Independent Auditor BDO LLP 55 Baker Street, London W1U 7EU Brokers Numis Securities LTD The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT A member of the AIC
GB A123 | 01/24 CONTACT 60 Victoria Embankment London EC4Y 0JP Freephone: 0800 20 40 20 Calls from outside the UK: +44 1268 44 44 70 Website www.jpmeemeasecurities.com