ATLANTIS JAPAN GROWTH FUND LD - Notice of Extraordinary General Meeting

7 April 2016

ATLANTIS JAPAN GROWTH FUND LIMITED

Notice of Requisitioned Extraordinary General Meeting

Introduction

The Board announced on 18 March 2016 that the Company had received a requisition from LIM Asia Multi-Strategy Fund Inc., which holds more than 10% of the Voting Share Capital. The requisition requires the Board to convene an extraordinary general meeting of the Company to consider a special resolution instructing the Board to put to Shareholders proposals for the restructuring and/or liquidation of the Company (which may include a roll-over or continuation option into an open-ended fund managed by the Company's investment manager) and, as part of the restructuring and/or liquidation, to offer Shareholders the opportunity to realise all of their investment in the Company (without penalty or the payment of redemption fees) as soon as possible at a price payable in cash that is as near as possible to the prevailing NAV per Share.

A circular containing the notice convening an extraordinary general meeting of the Company for Tuesday, 3 May 2016 commencing at 2.30 p.m. at which LIM's Resolution will be proposed will be posted to Shareholders later today. Copies of that circular will be available shortly at www.atlantisjapangrowthfund.com and at www.morningstar.co.uk/uk/nsm.

The Board is committed to acting in the best interests of Shareholders as a whole:

• Lead fund adviser succession settled - Taeko Setaishi, deputy fund adviser to the Company since 1996 and the highly rated lead fund adviser to Atlantis Japan Opportunities Fund, appointed with effect from 1 May 2016 (the beginning of the Company's next financial year).
• The Company's portfolio to be managed in similar manner to Atlantis Japan Opportunities Fund, which has an impressive track record - Morningstar 5-stars rated over three, five and 10 years and overall.
• The Company's closed-ended structure expected to lead to superior investment returns relative to Atlantis Japan Opportunities Fund over the longer term - the benefits of managing a stable pool of capital and the ability to use gearing.
• Commitment to enhanced marketing and investor communication - the Board believes that investment performance, supported by enhanced marketing and investor communication and underpinned by the Company's existing robust and effective discount control mechanism, is the key to narrowing the Share price discount and ultimately growing the Company.

Accordingly, the Board is unanimously recommending that Shareholders VOTE AGAINST LIM'S RESOLUTION at the EGM.

Enquiries

Lead fund adviser succession - Taeko Setaishi appointed with effect from 1May 2016

Ms. Setaishi, deputy fund adviser to the Company since 1996 and lead fund adviser to Atlantis Japan Opportunities Fund since 2003, has been appointed as the Company's lead fund manager with effect from 1 May 2016 (the beginning of the Company's next financial year).

The Company will continue to pursue its existing investment objective and policy but its portfolio will be managed using the same investment style and process as Atlantis Japan Opportunities Fund, an open-ended fund that targets undervalued growth companies with a small to mid-cap bias.

Atlantis Japan Opportunities Fund has outperformed TOPIX by +128% and the AIC Japanese smaller companies sub-sector by +79% over the five years ended 31 March 2016.

As with Atlantis Japan Opportunities Fund, Ms. Setaishi will work closely with the rest of the AIRC team, including the Company's current lead fund adviser, Ed Merner, in advising the Company.

Taeko Setaishi - highly rated, top decile ranked manager

Source: Citywire.

Notes:

1. In order to be rated by Citywire, a fund manager must beat their benchmark over a three-year period. Fewer than 25% of fund managers tracked by Citywire achieve this, and managers in this select group receive a Citywire+, A, AA, or AAA rating. AA-rated managers are in the top c.7.5% of all fund managers tracked by Citywire.

2. Past performance is not a guide to future results.

Atlantis Japan Opportunities Fund - impressive track record

Source: Cantor Fitzgerald Europe (based on data sourced from a specialist third party data provider).

Notes:

1. Morningstar rates mutual funds from 1 to 5 stars based on how well they have performed (after adjusting for risk and accounting for sales charges) in comparison to similar funds. Within each Morningstar category, the top 10% of funds receive 5 stars. Funds are rated for up to three time periods (three, five and 10 years) and these ratings are combined to produce an overall rating.

2, Past performance is not a guide to future results.

Atlantis Japan Growth Fund - benefits of its closed-ended structure

Efficient portfolio management: With a stable pool of capital, your Company can put capital to work without having to manage significant inflows and outflows of cash - this is particularly helpful bearing in mind the Company's bias towards the more illiquid small to mid-cap sectors. This can lead to superior investment returns over the longer term, in particular relative to a similarly managed open-ended fund.

Ability to borrow: Unlike UK open-ended funds, the Company can borrow for investment purposes.

By way of illustration: The lead fund manager of the top performing investment trust in the AIC Japanese Smaller Companies sub-sector also manages a similar open-ended fund. His investment trust has outperformed his open-ended fund by +6.9%, +18.2% and +46.5% on a NAV total return basis over the one, three and five years ended 31 March 2016 (Source: Cantor Fitzgerald Europe, based on data sourced from a specialist third party data provider).

The Board - pro-active in managing the Share price rating

Key drivers of a strong Share price rating: The Board believes that investment performance, supported by enhanced marketing and investor communication and underpinned by a robust and effective discount control mechanism, is the key to narrowing the Share price discount and ultimately increasing the likelihood of growing the Company through new issuance (including through the exercise of the annual subscription rights).

Strong investment performance: The Board believes that Ms. Setaishi's appointment as the Company's lead fund manager will enhance the Company's investment performance over the longer term.

Enhanced marketing and investor communication: Following discussions among the Board, Tiburon (the Company's London-based investment manager) and AIRC (the Company's Tokyo-based investment fund adviser), Tiburon and AIRC have committed to a closer day-to-day working relationship. As a result, your Board expects:

- the Company to benefit from additional strength-in-depth in the management resources available to it; and

- more proactive and effective communication with existing Shareholders and marketing of the Company to potential new investors.

Robust and effective discount control mechanism: The Board introduced a DCM in March 2013 that aims to limit the Share price discount and reduce the discount volatility. The Company's DCM requires it to hold a continuation vote if its Shares have traded, on average, at a discount of more than 10% to the NAV per Share during any rolling 90 days period in normal market conditions. Since the Company's DCM was introduced, the Shares have traded at an average discount of 8.0%, which is narrower than the average discount for its peer group of 9.5% (Source: Cantor Fitzgerald Europe, based on data sourced from a specialist third party data provider, three years ended 31 March 2016).

Recommendation

In the Board's opinion, voting in favour of LIM's Resolution would not be in the best interests of Shareholders as a whole. Accordingly, the Board is unanimously recommending that Shareholders VOTE AGAINST LIM'S RESOLUTION.

Expected timetable

Latest time and date for receipt of completed
forms of proxy and CREST electronic proxy instructions
for use at Extraordinary General Meeting 2.30 p.m. on Sunday, 1 May 2016

Extraordinary General Meeting 2.30 p.m. on Tuesday, 3 May 2016

Definitions and glossary

The words and expressions listed below have the meanings set out opposite them throughout this announcement except where the context otherwise requires:

Note

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely as financial adviser for Atlantis Japan Growth Fund Limited and for no one else, including any recipient of this announcement, in connection with the matters referred to in this announcement and will not be responsible to anyone other than Atlantis Japan Growth Fund Limited for providing the protections afforded to clients of Cantor Fitzgerald Europe or for affording advice in relation to any matters referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities that Cantor Fitzgerald Europe may have under the Financial Services and Markets Act 2000 or the regulatory regime established under that Act.