Notice of EGM
BOUSSARD & GAVAUDAN HOLDING LIMITED
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registration number 45582
and registered with the Dutch Authority for the Financial Markets)
(the "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an extraordinary general meeting of the
Company will be held at Trafalgar Court, Admiral Park, St Peter Port,
Guernsey GY1 2JA on 31 October 2008 at 10 a.m. to consider and, if
thought fit, to pass the following resolution, which will be proposed
as an ordinary resolution:
ORDINARY RESOLUTION
THAT, in replacement for all previous authorities, the Company be
generally and, subject as hereinafter appears, unconditionally
authorised, in accordance with section 315 (1)(a) of the Companies
(Guernsey) Law, 2008, as amended (the "2008 Law"), to make market
acquisitions (within the meaning of section 316 of the 2008 Law) of
shares in the capital of the Company, and to cancel such shares or
hold such shares as treasury shares, provided that:
(a) the maximum number of shares hereby authorised to be
purchased shall be such number as shall represent 14.99 per cent. of
each class of shares in issue (excluding shares held in treasury),
rounded to the nearest whole number, immediately prior to
commencement of dealings in the shares on the date on which this
resolution is passed;
(b) the maximum price which may be paid for a share shall
be the higher of (a) an amount equal to 105 per cent. of the average
of the closing quotation for a share of the relevant class taken from
and calculated by reference to (i) in the case of the Sterling shares
in the Company, the London Stock Exchange plc's Daily Official List
or (ii) in the case of the Euro shares in the Company, Eurolist by
NYSE Euronext, as the case may be, for the five business days
immediately preceding the day on which the shares are purchased and
(b) the higher of the price of the last independent trade and highest
current independent bid on the relevant market when the purchase is
carried out PROVIDED that the Company shall not be authorised to
acquire shares at a price above the estimated prevailing net asset
value of the relevant class of share on the date of purchase;
(c) the minimum price which may be paid for a share shall
be ¤0.01 or £0.01, as the case may be; and
(d) unless previously varied, revoked or renewed, the
authority hereby conferred shall expire at the conclusion of the next
annual general meeting of the Company, save that the Company may,
prior to such expiry, enter into a contract to purchase shares under
such authority, and may make a purchase of shares pursuant to any
such contract notwithstanding such expiry.
Terms defined in the Circular of the Company dated 13 October 2008
shall have the same meanings where used herein.
The Board of Directors
Notes:
(1) A member entitled to attend and vote at the EGM is
entitled to appoint one or more proxies to attend and vote instead of
him. A proxy need not be a member of the Company.
(2) The Company, pursuant to regulation 41 of the
Uncertificated Securities Regulation 2001, specifies that only
Shareholders registered in the register of members of the Company at
5 p.m. on 29 October 2008 shall be entitled to attend or vote at the
aforesaid general meeting in respect of the number of Shares
registered in their name at that time or in the event that the
meeting is adjourned, in the register of members at close of business
two days before the time of any adjourned meeting. Changes to entries
on the register of members after such time or, in the event that the
meeting is adjourned, to entries in the register of members after
close of business two days before the time of the adjourned meeting,
shall be disregarded in determining the rights of any person to
attend or vote at the meeting.
(3) In the event that a Form of Proxy is returned without
an indication as to how the proxy shall vote on the Resolution, the
proxy will exercise his discretion as to whether, and if so how, he
votes.
(4) Investors who hold their shares via Euroclear and who
wish to attend or to exercise the voting rights attached to their
shares at the meeting should inform their admitted institution via
Kempen in writing at least seven full days before the meeting, after
which they will receive an attendance ticket and proxy card.
(5) Copies of the Form of Proxy are available free of
charge in The Netherlands from the Company's Dutch paying agent,
Kempen & Co. N.V. Beethovenstraat 300, 1077 WZ Amsterdam, P.O. Box
75666, 1070 AR Amsterdam, The Netherlands, tel: +31 20 348 95 54,
during normal business hours on any business day (Saturday and public
holiday excepted) until the conclusion of the EGM and also from the
Company's registrar, Close Fund Services Limited, Trafalgar Court,
Admiral Park, St Peter Port, Guernsey GY1 2JA.
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