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 28 November 2008 at 1.30 p.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 10 November 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 26 November 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 five 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.
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.