Result of AGM

RNS Number : 4631U

BH Macro Limited

24 June 2009

 

BH Macro Limited (the 'Company')

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 46235)

24 June 2009

Results of Annual General Meeting and Class Meetings

The Board of BH Macro Limited (the 'Company') announces that all nine resolutions proposed at the Company's annual general meeting held today were passed by the required majority on a show of hands.  

In addition, the resolution proposed at the class meeting of the Company's US dollar shares held today was passed by the required majority of that class on a show of hands. 

The class meetings of the Company's Euro and Sterling shares to be held today were not quorate and, in accordance with the provisions of the Company's articles of incorporation, those meetings have been adjourned to the same times and place on 1 July 2009, at which time those members of the relevant class present in person or by proxy shall constitute the quorum.  All proxies received to date by the Company in relation to those class meetings are in favour of the proposed resolution.  Proxy forms submitted for the Euro and Sterling class meetings are valid for use at the adjourned meeting and do not need to be resubmitted.

Resolution 9 proposed at the annual general meeting, which concerns the amendment of the Company's articles of incorporation, will become effective only on the passing of the resolutions to be considered at each of the adjourned Euro and Sterling share class meetings. 

The proxy votes received on each resolution proposed at the annual general meeting were as follows:

	Ordinary Resolutions	For	Against	Vote withheld
1.	That the annual audited financial statements of the Company for the year ended 31 December 2008 and the report of the Directors be received and considered.	18,132,435	2,656,994	31,231
2.	That KPMG Channel Islands Limited be re-appointed as auditors of the Company until the conclusion of the next annual general meeting.	20,513,522	255,051	52,086
3.	That the Board of Directors be authorised to determine the remuneration of the auditors.	20,779,326	41,333	0
4.	That Ian Plenderleith be re-elected as a director.	20,820,161	498	0
5.	That Talmai Morgan be re-elected as a director.	16,382,173	4,432,227	6,259
6.	That Stephen Stonberg be re-elected as a director.	20,544,913	275,746	0

	Special Resolutions	For	Against	Vote withheld
	Special Resolutions	For	Against	Vote withheld
7.	That the Company be and is hereby generally and unconditionally authorised in accordance with the Companies (Guernsey) Law 2008, as amended, to make market acquisitions (as defined in that Law) of each class of its shares (either for the retention as treasury shares for further reissue and resale or transfer, or cancellation), PROVIDED THAT:  a.    the maximum number of shares authorised to be purchased shall be 2,810,076 shares designated as Euro shares, 7,397,359 shares designated as US dollar shares and 2,984,986 shares designated as US dollar shares; b.    the minimum price (exclusive of expenses) which may be paid for a share shall be 1 cent for shares designated as Euro shares, 1 cent for shares designated as US dollar shares and 1 penny for shares designated as US dollar shares; c.    the maximum price which may be paid for a share of the relevant class is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share of the relevant class on the relevant market for the five business days immediately preceding the date on which the share is purchased; or (b) the higher of (i) the price of the last independent trade for a share of the relevant class and (ii) the highest current independent bid for a share of the relevant class at the time of purchase; and d.    the authority hereby conferred shall expire at the Annual General Meeting of the Company in 2010 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.	20,370,614	498	449,547
8.	That, in accordance with article 43.4 of the articles of incorporation, the Directors be empowered to allot 1,874,634 shares designated as Euro shares, 4,934,863 shares designated as US dollar shares and 1,991,319 shares designated as US dollar shares (being 10 per cent. of the shares of each class in issue as at as at the latest practicable date prior to the date of this notice, excluding shares held in treasury) for cash as if article 43.1 of the articles of incorporation did not apply to the allotment for the period expiring on the date falling eighteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier.	20,785,773	34,886	0
9.	That, conditional on approval of this resolution being obtained at the class meetings of each of the Euro, US dollar and US dollar classes of the Company's shares being held for that purpose, the articles of incorporation of the Company are amended in the terms set out in Part II of the circular of the Company dated 20 May 2009.	20,820,161	498	0

The proxy votes received on the resolution proposed at the class meeting of the US dollar shares were as follows:

Special Resolution	For	Against	Vote withheld
THAT: (a)    the passing of the resolution numbered 9 contained in the notice of the Annual General Meeting of the Company on 24 June 2009 be approved; and (b)    the conversion of the US dollar shares into redeemable shares having the rights set out the articles of incorporation of the Company as amended pursuant to the passing of the resolution numbered 9 contained in the notice of the Annual General Meeting of the Company on 24 June 2009 be approved.	16,794,473	0	0

In accordance with Listing Rule 9.6.2, two copies of the resolutions passed at the annual general meeting and at the class meeting of the US dollar shares will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at 25 The North Colonnade, Canary Wharf, London E14 5HS.

Enquiries:

Northern Trust International Fund Administration Services (Guernsey) Limited

Andrew Maiden 

Tel:     [phone]

Website:    www.bhmacro.com

 

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