THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you shoud take, you are recommended to seek immediatey your own persona financia advice from your stockbroker, bank manager, soicitor, accountant, or other independent professiona adviser authorised under the Financia Services and Markets Act If you have sod or transferred a of your registered hoding of Ordinary Shares, pease forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sae or transfer was effected for onward transmission to the purchaser or transferee. If you have sod or transferred part ony of your registered hoding of Ordinary Shares, pease contact the stockbroker, bank or other agent through whom the sae or transfer was effected. EL ORO LTD. (a non-ceuar registered cosed-ended investment company with iabiity imited by shares incorporated in Guernsey with registration number 49778) NOTICE OF ANNUAL GENERAL MEETING The Company is a registered cosed-ended investment scheme in accordance with Section 8 of the Protection of Investors (Baiiwick of Guernsey) Law, 1987 as amended and the Registered Coective Investment Schemes Rues Notice of the Annua Genera Meeting of E Oro Ltd. to be hed at 41 Cheva Pace, London SW7 1EW, United Kingdom on Thursday 20 December 2018 at 12 noon is set out at the end of this document. A form of proxy for use at the meeting is encosed. To be vaid, the form of proxy shoud be competed, signed and returned in accordance with the instructions printed thereon, to the Company s Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Paviion, Bridgwater Road, Bristo, BS99 6ZY as soon as possibe but, in any event, so as to arrive no ater than 18 December 2018 at 12 noon. The competion and return of a form of proxy wi not precude Members from attending and voting at the meeting shoud they so wish.

2 In this document, except where the context otherwise requires, the foowing expressions sha have the foowing meanings: Annua Genera Meeting or AGM Artices Board or Directors Business Day Company or E Oro JPME Members Ordinary Shares or Shares the annua genera meeting of the Company convened for 20 December 2018 at 12 noon; the artices of incorporation of the Company, as amended; the board of directors of the Company; a weekday (other than a Saturday or Sunday) on which the majority of banks in London and Guernsey are open for norma banking business; E Oro Ltd.; JPMorgan Eect pc; hoders of Ordinary Shares; and ordinary shares of no par vaue in the Company. Other capitaised terms sha have the meanings ascribed thereto in the Artices. 2

3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Latest time and date for receipt of forms of proxy Annua Genera Meeting 18 December 2018, 12 noon. 20 December 2018, 12 noon. 3

4 EL ORO LTD. (a non-ceuar registered cosed-ended investment company with iabiity imited by shares incorporated in Guernsey with registration number 49778) Board of Directors: Registered office: C. Robin Woodbine Parish East Wing, Trafagar Court J. Anthony Wid St. Peter Port Robert E. Wade Guernsey Rupert A.R. Evans GY1 3PP Subbarayan B. Kumaramangaam Channe Isands To Members of E Oro Ltd. 30 November 2018 Dear Member, Annua Genera Meeting and JPMorgan Eect pc Proposa (the JPME Proposa ) Introduction I am writing to you today to give you notice of the AGM of the Company which wi be hed at 12 noon on Thursday 20 December 2018 at 41 Cheva Pace, London SW7 1EW, United Kingdom, and of the JPME Proposa. The purpose of the AGM is to consider four ordinary resoutions that are being proposed. The resoutions are set out in the Notice of Annua Genera Meeting at the end of this document. The ordinary resoutions reate to matters that occur annuay and require no further expanation. I am aso writing to you to give you notice and an expanation of a new proposa that your Board has been exporing as an aternative to a iquidation of the Company. This proposa woud offer a rea choice to Members of cashing out or roing over into a arger investment company with access to greater investment resource. This may offer greater fexibiity to Members in terms of tax panning. The Board has remained conscious of the concerns expressed by Members during These incuded the investment performance of the Company, the ack of iquidity in the Ordinary Shares and their widening discount to net asset vaue. These concerns were described in the Chairman s etter giving notice of the annua genera meeting of the Company hed on 17 November The Board has studied a wide range of options for the future direction of the Company, having regard to the fact that the concerns referred to above remain. The Company has repaid both the interest rate swap previousy in pace with Loyds Bank pc and miion of oans, is currenty debt free and hods a significant amount of cash. However, the share price of E Oro has under-performed the FTSE A Share Index by more than 12 per cent. in the period from 30 June 2016 to 30 June 2018 and the net asset vaue of E Oro has decined by 39 per cent. in the 10 years to 30 June E Oro's dividend has ony been covered by profits in three of the ast five years. The Shares continue to be very iiquid and quoted at a substantia discount to net asset vaue. JPMorgan Eect pc proposa (the JPME Proposa ) One of the main options considered by the Board was a merger with another investment company to create greater scae and fexibiity for Members. The Board, with the hep of its advisers, hed discussions with a number of potentia merger parties. Foowing these discussions, the Directors have now entered into negotiations with JPMorgan Eect pc ( JPME ) (an investment trust company whose shares are admitted to the premium segment of the Officia List, and to trading on the main market for isted securities, of the London Stock Exchange). The Board is peased to announce that it has agreed heads of terms with the board of JPME, for JPME to provide a roover option for Members. JPME provides investors with access to a number of different investment strategies, incuding one focussed on UK equity income, through a mutishare cass structure. The Board beieves this coud appea to Members. 4

5 JPME, which has tota net assets of miion (as at 31 August 2018), has three share casses, and quartery conversion between share casses is permitted. The investment objectives of the three casses, which the Board considers to be comparabe to the Company's overa investment objective, are as foows: Managed Income A growing income return with potentia for ong term capita growth by investing in equities, investment companies and fixed income securities (the Income Shares ). Managed Growth Long term capita growth from investing in a range of investment trusts and open-ended funds managed principay by JPMorgan Asset Management (the Growth Shares ). Managed Cash Preservation of capita with a yied based on short term interest rates (the Cash Shares ). The Board expects that each of the above share casses wi be made avaiabe as roover options for Members, with JPME Managed Income being the defaut. Each share cass is isted separatey and traded on the main market of the London Stock Exchange and JPME s sharehoders are abe to switch between the three share casses on a quartery basis without incurring a iabiity to UK capita gains tax. Members who want to roover their E Oro Shares in a cost and tax efficient way can choose to roover into new JPME shares. Members who want to exit for cash with broady the same amounts as they woud have received on simpe iquidation can choose the cash option. Subject to fina agreements being signed with JPME, the Board currenty anticipates that appropriate circuars wi be issued to Members during the first caendar quarter of 2019, with the restructuring ikey to be competed before June Under the proposed restructuring of the Company (as currenty envisaged), Members wi be asked to vote on proposas pursuant to which, in summary: Members are given an option of whether they wish to receive shares of JPME upon a winding up of the Company (and if so, which of certain casses of JPME shares they wish to receive) or whether they wish to receive cash (i.e. as they woud have expected to in the course of a norma iquidation of the Company). Certain amendments are made to the Artices and to the Ordinary Shares of the Company to enabe the Members to receive such cass(es) of JPME shares (or cash) as they have eected. The Company is put into vountary winding up; foowing which new shares of the reevant cass of JPME are deivered to the reevant Members (in accordance with the eection they made), with cash being deivered to those who eected to receive cash. Moneys are retained in a separate fund to cover iquidation expenses together with certain iiquid assets of the Company. A Members wi receive cash from this fund once iquidation expenses have been paid and when such iiquid assets are reaised. It has been agreed that JPMorgan Funds Limited ( JPMF ), the manager of JPME, wi meet the additiona costs to be incurred by the Company, above those of a simpe iquidation, as a resut of incuding the tax efficient roover options. JPMF has agreed to contribute towards the excess costs pro rata to the amount roing over into their respective funds. Therefore the costs to be borne by the Company wi be the amount which woud have been incurred had the Company simpy been paced into iquidation pus additiona costs associated with the Members that eect for cash rather than roover into JPME. It is expected that Members' entitements under the JPME Proposa wi be based on the net asset vaue per E Oro Share ess costs incurred by the Company in connection with the JPME Proposa. JPME wi issue its new shares to those Members who eect for JPME shares at net asset vaue pus an issue premium of between 0.65 per cent. to 1.0 per cent. depending upon the vaue of the tota assets roed over into JPME. Your Board considers that the JPME Proposa as outined above is in the best interests of the Members as a whoe. JPMorgan is a eading manager of investment funds with a proven record and with considerabe resources at its disposa. The shares of JPME wi provide Members with a fexibe choice between the Income Shares, the Growth Shares or the Cash Shares or a combination of these. The shares of JPME are iquid and currenty trade at prices cose to Net Asset Vaue. Shares in E Oro, incuding those hed in ISAs 5

6 and SIPP, shoud be abe to be converted to shares in JPME without incurring a disposa for UK Capita Gains Tax. It is for these reasons that the Board intends to recommend the JPME Proposa to Members. Further information on JPME and fu detais of the terms of the JPME Proposa wi be incuded in the documentation to be sent to Members in However, Members are aso encouraged to visit the website of JPME on Annua Genera Meeting 20 December 2018 at 12 noon Proposed resoutions The ordinary resoutions that wi be put to Members at the Annua Genera Meeting are: 1. To receive the Directors report and the consoidated financia statements for the year ended 30 June To re-appoint PricewaterhouseCoopers CI LLP as Auditor of the Company, to hod office unti the concusion of the next Genera Meeting at which financia statements are aid before the Company and to authorise the Directors to fix their remuneration. 3. To ratify the payment of a fina dividend of 2.54 pence for the year ended 30 June 2018, as announced on 3 October To authorise the Company generay and unconditionay to make market purchases within the meaning of Section 315 of the Companies (Guernsey) Law 2008, the authority for market acquisitions set forth in Artice 4.7 of the Company s Artices of Incorporation be approved and restated on the basis that of its Ordinary Shares in the capita of the Company ( Shares ) upon or subject to the foowing conditions: (a) the maximum number of Shares hereby authorised to be purchased is 6,317,340; (b) (c) the maximum price at which Shares may be purchased sha be 5 per cent. above the average of the midde market quotations for the Shares as taken from The Internationa Stock Exchange Daiy Officia List for the five Business Days preceding the date of purchase and the minimum price sha be 5 pence per share, in both cases excusive of expenses; and the authority to purchase conferred by this Resoution sha expire on the date faing eighteen months after the date of this resoution or at the concusion of the next Annua Genera Meeting of the Company after the passing of this Resoution, save that the Company may before such expiry enter into a contract of purchase under which such contract may be competed or executed whoy or party after the expiration of this authority. Action to be taken You wi find encosed with this document a form of proxy for use at the AGM to be hed at 41 Cheva Pace, London SW7 1EW, United Kingdom at 12 noon on 20 December Whether or not you propose to attend the AGM in person, you are requested to compete and sign a form of proxy in accordance with the instructions printed on it and return it to the Company s Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Paviion, Bridgwater Road, Bristo, BS99 6ZY as soon as possibe but, in any event, so as to arrive no ater than 12 noon on 18 December The competion and return of a form of proxy wi aow you to cast your vote without having to attend the AGM in person, but it wi not precude you from attending the AGM and voting in person if you wish to do so. 6

7 Recommendation Your Board considers that the above proposed ordinary resoutions are in the best interests of the Members as a whoe. Accordingy the Board unanimousy recommends that Members vote in favour of the ordinary resoutions to be proposed at the AGM. Yours sincerey C. Robin Woodbine Parish Chairman 7

8 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Company s NINTH ANNUAL GENERAL MEETING and the ONE HUNDRED AND FOURTEENTH ANNUAL GENERAL MEETING OF THE EL ORO GROUP wi be hed on 20 December 2018 at 41 Cheva Pace, London SW7 1EW at 12 noon for the foowing purposes: Ordinary resoutions: 1. To receive the Directors report and the consoidated financia statements for the year ended 30 June To re-appoint PricewaterhouseCoopers CI LLP as Auditor of the Company, to hod office unti the concusion of the next Genera Meeting at which financia statements are aid before the Company and to authorise the Directors to fix their remuneration. 3. To ratify the payment of a fina dividend of 2.54 pence for the year ended 30 June To authorise the Company generay and unconditionay to make market purchases within the meaning of Section 315 of the Companies (Guernsey) Law 2008, the authority for market acquisitions set forth in Artice 4.7 of the Company s Artices of Incorporation be approved and restated on the basis that of its Ordinary Shares in the capita of the Company ( Shares ) upon or subject to the foowing conditions: (a) the maximum number of Shares hereby authorised to be purchased is 6,317,340; (b) the maximum price at which Shares may be purchased sha be 5 per cent. above the average of the midde market quotations for the Shares as taken from the Channe Isands Stock Exchange Daiy Officia List for the five Business Days preceding the date of purchase and the minimum price sha be 5 pence per share, in both cases excusive of expenses; and (c) the authority to purchase conferred by this Resoution sha expire on the date faing eighteen months after the date of this resoution or at the concusion of the next Annua Genera Meeting of the Company after the passing of this Resoution, save that the Company may before such expiry enter into a contract of purchase under which such contract may be competed or executed whoy or party after the expiration of this authority. The Board recommends that Members vote in favour of a ordinary resoutions. Registered Office East Wing, Trafagar Court St Peter Port Guernsey GY1 3PP By Order of the Board Aztec Financia Services (Guernsey) Limited Company Secretary 30 November

9 Notes 1. A Sharehoder entited to attend and vote at the Meeting is entited to appoint one or more proxies to attend and vote instead of him or her. A proxy need not be a Member of the Company. A form of proxy accompanies this Notice. Competion and return of the form of proxy wi not precude Members from attending or voting at the Meeting, if they so wish. A Member may appoint more than one proxy in reation to a Meeting, provided that each proxy is appointed to exercise the rights attached to a different Share or Shares hed by them. A Member may appoint more than one proxy provided each proxy is appointed to exercise voting rights in respect of a different Share or Shares hed by them. 2. To be vaid, the form of proxy, together with the power of attorney or other authority, if any, under which it is executed (or a notariay certified copy of such power of attorney) must be deposited at the office of the Company s Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Paviion, Bridgwater Road, Bristo, BS99 6ZY not ess than 48 hours before the time for hoding the Meeting. 3. CREST members may utiise the CREST proxy appointment service by foowing the directions set out on the form of proxy. Competion and return of the form of proxy wi not prevent a Sharehoder from subsequenty attending the meeting and voting in person if they choose to. 4. A Sharehoder must first have their name entered on the register of Members not ater than noon. on 18 December Changes to entries in that register after that time sha be disregarded in determining the rights of a Sharehoder to attend and vote at such meeting. 9

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