AVI Japan Opportunity Trust : Notice of AGM

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended) immediately.

If you have sold or otherwise transferred all of your shares in AVI Japan Opportunity Trust Plc (the "Company)", please forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A Shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting. Paper proxy forms are no longer sent out as standard but can be requested from the Registrar. A proxy need not be a member of the Company. To be valid, any form of proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's Registrar, at the address shown on the form of proxy, or in the case of shares held through CREST, via the CREST system, or if submitting the proxy vote electronically, via the Registrar's website, by no later than 11.30 a.m. on Thursday, 27 April 2023.

AVI Japan Opportunity Trust Plc

("the Company")

(registered in England and Wales under number 11487703)

Notice of the fourth Annual General Meeting of the Company to be held at 11.30 a.m. on Tuesday, 2 May 2023 at the

at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH

02	AVI Japan Opportunity Trust plc Notice of Annual General Meeting 2023

Letter from the Chairman

Dear Shareholders,

I am pleased to advise that the fourth Annual General Meeting ("AGM") of the Company will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH on Tuesday, 2 May 2023 at

11.30 a.m. The formal Notice of the AGM, which follows this letter, sets out the business to be considered at the meeting.

Business of the meeting

Shareholders are being asked to vote on 14 resolutions, as explained below. Resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 to 14 will be proposed as special resolutions.

Resolution 1 - Annual Report and Financial Statements for the period ended 31 December 2022

The Directors are required to present to the meeting the Company's Strategic Report, Directors' Report, Auditor's Report and the audited Financial Statements for the financial period ended 31 December 2022 (the "Annual Report and Financial Statements"). These are contained in the Annual Report of the Company for such period.

Resolution 2 - Final dividend

The final ordinary dividend for the period ended 31 December 2022, as recommended by the Directors, is 0.80 pence per Share. If approved by Shareholders at the forthcoming AGM, this final dividend will be paid on 26 May 2023 to Shareholders on the register at the close of business on 28 April 2023. The ex-dividend date will be 27 April 2023.

Resolutions 3, 4, 5 and 6 - Re-election of Directors

Resolution 3 relates to the re-election of Norman Crighton, who has been the Chairman of the Board since his appointment in July 2018. Norman has a wealth of experience in closed-ended funds.

Resolution 4 relates to the re-election of Yoshi Nishio, who was appointed to the Board in July 2018. Yoshi brings a thorough knowledge of the Japanese equities market and Japanese business culture to the Board.

Resolution 5 relates to the re-election of Margaret Stephens, who was appointed to the Board in September 2018. Margaret is a former KPMG partner with an advisory background in international investment, asset management and international taxation.

Resolution 6 relates to the re-election of Katya Thomson, who was appointed to the Board in September 2018. Katya has substantial experience in corporate finance and is a Chartered Accountant.

Further Biographical details for all Directors can be found on page 37 of the Annual Report and Financial Statements. As detailed in the Corporate Governance Statement in the Annual Report and in accordance with the AIC Code, all Directors will stand for re-election at the 2023 AGM. The contribution and performance of the Directors seeking re-election was reviewed by the Nomination Committee at its meeting in March 2023.

It was concluded that each individual Director's performance was effective, that each Director demonstrated commitment to their role and that the Board has a good balance of skills and experience. The Nomination Committee recommends the continuing appointment of each Director

to the Board.

Resolutions 7 and 8 - Re-appointment of auditor and to authorise the Directors to determine the remuneration of the Company's auditor

Auditors must be appointed at each general meeting at which the Annual Report and Financial Statements are presented to Shareholders. An assessment of the independence and objectivity of BDO LLP has been undertaken by the Audit Committee; it has recommended to the Board that a resolution for the re-appointment of BDO LLP as the Company's Auditor be put to Shareholders at the forthcoming AGM. Further details about the performance of the Auditor can be found on page 50 of the Annual Report and Financial Statements. Resolution 8, if passed, would authorise the Directors to determine the level of the Auditor's remuneration.

Resolution 9 - Directors' Remuneration Report

The Directors' Remuneration Report for the period ended 31 December 2022 is set out on pages 45 to 47 of the Annual Report and Financial Statements. In accordance with Companies Act 2006 (the "Act"), this vote to approve the Remuneration Report is advisory and the Directors' entitlement to receive remuneration is not conditional upon it. The resolution and vote are a means of providing Shareholder feedback

to the Board.

Resolution 10 - Authority to allot shares

The Directors seek to renew the general and unconditional authority

to allot up to 28,072,300 Ordinary Shares, representing approximately 20 per cent. of the issued Ordinary Share capital as at 10 March 2023. The Directors will only exercise this authority if they consider it to be in the best interests of the Company generally. The authority would expire 15 months after the date of passing of the resolution or, if earlier, at the next AGM of the Company. As at 10 March 2023, there were no shares held in treasury.

Resolutions 11 and 12 - Authority to issue shares outside of pre-emption rights

Subject to the passing of resolution 10, resolutions 11 and 12 will allow the Company to issue, in aggregate, up to 20 per cent. of the number of Ordinary Shares in issue as at 10 March 2023 other than on a pre-emptive basis, and to sell Ordinary Shares held in treasury. The Directors note that the Pre-Emption Group has updated its guidelines during 2022, which now allow 10 per cent. to be issued on an unrestricted basis and an additional 10 per cent. for an acquisition or specified capital investment. The Directors believe that the passing of both resolution 11 and resolution 12 is in the interests of Shareholders, given that the authority is intended to be used to fund future acquisitions of investments in line with the Company's investment policy, thereby mitigating the potential dilution of investment returns for existing Shareholders. Furthermore, new Ordinary Shares issued under this authority will only be issued at a minimum price equal

to the relevant prevailing net asset value per share plus a premium to cover any expenses of the relevant issue and therefore should not be dilutive

to the net asset value ("NAV") per existing share.

If resolution 11 is passed but resolution 12 is not passed, Shareholders will only be granting Directors the authority to allot up 10 per cent. of the existing issued Ordinary Share capital of the Company. This authority would be in line with the threshold for share issues on an unrestricted basis, set by the Pre-Emption Group in its 2022 Guidelines.

For details of Shares issued during the period, please refer to page 38 of the Annual Report and Financial Statements.

AVI Japan Opportunity Trust plc Notice of Annual General Meeting 2023

03

Resolution 13 - Authority to make market purchases of the Company's own shares

At the Annual General Meeting held on 3 May 2022, the Company was granted authority to purchase up to 14.99 per cent. of the Company's Ordinary Shares in issue. As at 10 March 2023, 400,000 Shares have been bought back under this authority.

Resolution 13, which will be proposed as a special resolution, seeks to renew the authority granted at the Annual General Meeting held on 3 May 2022 and gives the Company authority to buy back its own Shares in the market. The authority limits the number of Ordinary Shares that could be purchased to a maximum of 21,040,219 (representing 14.99 per cent. of the issued Ordinary Share capital of the Company as at the close of business on 10 March 2023). The resolution sets out the minimum and maximum prices. This authority will expire at the conclusion of the next AGM of the Company.

Whilst the Directors have no present intention of using this authority, the Directors would use this authority in order to address any imbalance between the supply and demand for the Ordinary Shares and to manage any discount to NAV at which the Ordinary Shares might trade in future.

Any purchases of Shares would be by means of market purchases through the London Stock Exchange. Any Shares purchased pursuant to this authority may either be held as treasury shares or cancelled

by the Company, as determined by the Directors at the time of purchase. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company.

Resolution 14 - Notice of General Meetings

Under the Companies Act 2006, the notice period required for all general meetings of a company is 21 days. AGMs will always be held on at least 21 clear days' notice but Shareholders can approve a shorter notice period for other general meetings, provided this is not less than 14 clear days. Such a notice period provides flexibility and, if approved, will remain effective until the next AGM of the Company, when it is intended that

a similar resolution will be proposed. The Directors will only call general meetings on 14 clear days' notice where they consider it in the best interests of Shareholders to do so and the relevant matter requires

to be dealt with expediently.

Recommendation

The Board considers all the resolutions to be proposed at the AGM to be in the best interests of Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the resolutions, as they intend to do in respect of their own shareholdings.

Action to be taken

If you would like to vote on the resolutions but are unable to attend the AGM, you may appoint a proxy by completing and returning a proxy form. Alternatively, if you hold your shares in CREST, you can appoint a proxy via the CREST system or, a proxy may also be submitted electronically via the Registrar's website. Paper proxy forms are no longer sent out as standard, but can be requested from the Registrar as explained in note 1 to this notice. To be effective, your proxy form must be lodged with the Registrar at the address shown on the proxy form by 11.30 a.m. on Thursday,

27 April 2023. If you hold your Shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Yours faithfully,

Norman Crighton

Chairman

15 March 2023

04	AVI Japan Opportunity Trust plc Notice of Annual General Meeting 2023

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the fourth ANNUAL GENERAL MEETING of AVI Japan Opportunity Trust Plc will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH at 11.30 a.m. on Tuesday, 2 May 2023 to consider and vote on the resolutions below:

Resolutions 1 to 10 (inclusive) will be proposed as ordinary resolutions and resolutions 11 to 14 (inclusive) will be proposed as special resolutions.

1. To receive and, if thought fit, to accept the Strategic Report, Directors' report, Auditor's report and the audited Financial Statements for the period ended 31 December 2022.
2. To approve a final ordinary dividend of 0.80 pence per Ordinary Share.
3. To re-elect Mr Norman Crighton as a Director of the Company.
4. To re-elect Mr Yoshi Nishio as a Director of the Company.
5. To re-elect Ms Margaret Stephens as a Director of the Company.
6. To re-elect Ms Ekaterina Thomson as a Director of the Company.
7. To re-appoint BDO LLP as Auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which financial statements are laid before the Company.
8. To authorise the Directors to determine the Auditor's remuneration.
9. To receive and approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the period ended 31 December 2022.
10. THAT the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act
    2006 (the "Act") to exercise all the powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) up to an aggregate nominal amount of £280,723, provided that this authority shall, unless renewed, varied or revoked by the Company, expire
    on the date which is 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
11. THAT, subject to the passing of resolution 10, the Directors be and are hereby generally and unconditionally authorised pursuant to Sections
    570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash and sell Ordinary Shares from treasury for cash as if Section 561 of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £140,361.
    The authority granted by this resolution shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or Ordinary Shares sold from treasury after such expiry and the Directors may allot equity securities or sell Ordinary Shares from treasury in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
12. THAT, subject to the passing of resolution 10 and in addition to the authority granted in resolution 11, the Directors be and are hereby generally and unconditionally authorised pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash and sell Ordinary Shares from treasury for cash as if Section 561 of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £140,361.

The authority granted by this resolution shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or Ordinary Shares sold from treasury after such expiry and the Directors may allot equity securities or sell Ordinary Shares from treasury in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

1. THAT, in substitution of all existing authorities, the Company be and is hereby generally and unconditionally authorised in accordance with
   Section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares either for cancellation or to hold as treasury shares (within the meaning of Section 724 of the Act) provided that:
2. 1. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 21,040,219;
   2. the Directors be authorised to determine at their discretion that any Ordinary Shares purchased be cancelled or held by the Company as treasury shares;
   3. the minimum price which may be paid for a share shall be 1p (exclusive of associated expenses);
   4. the maximum price which may be paid for an Ordinary Share shall be the higher of: (i) 5 per cent. above the average of the mid-market value of the Ordinary Shares (as derived from the Daily Official List of the London Stock Exchange) for the five Business Days immediately preceding the date on which the relevant share is contracted to be purchased (exclusive of associated expenses); and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share of the Company on the London Stock Exchange; and
   5. unless previously varied, revoked or renewed, the authority hereby conferred shall expire on the date which is 15 months after the date of the passing of this resolution or, if earlier, the date of the next Annual General Meeting of the Company save that the Company may prior to such expiry enter into a contract or arrangement to purchase Ordinary Shares under this authority which will or may be completed or executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary
      Shares pursuant to any such contract or arrangement as if the authority hereby conferred had not expired.
3. THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By Order of the Board

Link Company Matters Limited

Company Secretary

15 March 2023

Registered Office:

Link Company Matters Limited 6th floor

65 Gresham Street London

EC2V 7NQ6

AVI Japan Opportunity Trust plc Notice of Annual General Meeting 2023

05

Notes

1. Appointment of Proxy

Holders of Ordinary Shares are entitled to attend, speak and vote at the AGM. A member entitled to attend, speak and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed, they must not be appointed in respect of the same shares. To be effective, your appointment must be received at the office of the Company's Registrar, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 11.30 a.m. on Thursday, 27 April 2023.

Please note that forms of proxy are no longer sent out as standard. Members may appoint a proxy online at www.signalshares.com by following the on-screen instructions, in particular at the 'Proxy Voting' link, by no later than the deadline set out above. In order to appoint a proxy at www.signalshares.com, members will need to log into their Signal Shares account or register if they have not previously done so. To register, members will need to identify themselves with their Investor Code, which is detailed on their share certificate or available from the Company's Registrar on the number given below. CREST members can utilise the CREST electronic proxy appointment service in accordance with the procedures set out in note 3 below.

You may request a hard copy form of proxy directly from the Registrar, Link Group on Tel: [phone] or by emailing shareholderenquiries@ linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. To be effective, the completed and signed form of proxy must be lodged at the offices of Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds,

LS1 4DL (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) by no later than the deadline set out above.

If you return more than one proxy appointment, either by paper or electronic communication, that received last by Link Group before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all Shareholders and those who use them will not

be disadvantaged.

The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every Ordinary Share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Company in writing. Amended instructions must be received by the Company's Registrar by the deadline for receipt of proxies.

To appoint more than one proxy using a hard copy form of proxy, you may photocopy the form of proxy. Shareholders will need to complete a separate proxy form in relation to each appointment, stating clearly on each proxy form the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares to which each proxy appointment relates or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope if possible.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holders (the first named being the most senior).

Any person holding 3.0 per cent. or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his/her proxy is to ensure that both he/she and his/her proxy comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

2. Entitlement to attend and vote

Only those Ordinary Shareholders registered in the register of members of the Company as at close of business on 27 April 2023 (the "specified time") shall be entitled to vote at and attend the aforesaid AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after close of business

on 27 April 2023 shall be disregarded in determining the rights of any person to attend or vote at the meeting. 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 at the time which is 48 hours before the time fixed for the adjourned meeting, or if the Company gives notice of the adjourned meeting, at the time specified in that notice.

3. CREST Members

Shareholders who hold their shares electronically may submit their votes through CREST. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment thereof by following the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST manual (available via www.euroclear.com). The message, in order to be valid, must be transmitted so as to be received by them Company's agent (ID RA10)

by the latest time for receipt of proxy appointments specified in note 1 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation

to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.