Notice of EGM

Bear Stearns Private Equity Limited
09 November 2007



Bear Stearns Private Equity Ltd (the 'Company')



Notice of an Extraordinary General Meeting to Approve a Related Party
Transaction, an Increase in the Authorised Share Capital, Amendments to the
Articles of Association and Authority to Purchase Shares in the future by way of
Tender Offer

Introduction

The Company has today published a circular (the 'Circular') regarding the
purchase of a portfolio of investments (the 'Transfer Portfolio') from The Bear
Stearns Companies Inc. (the 'Acquisition'), an increase in the authorised share
capital of the Company, amendments to the Articles of Association and authority
to purchase Shares in the future by way of tender offer (the 'Proposals').
Terms used in this announcement shall have the same meaning as set out in the
Circular.

The Managers, Bear Stearns Asset Management Inc., and Bear Stearns Asset
Management Limited, are subsidiaries of The Bear Stearns Companies Inc. Under
the rules of the UK Listing Authority (the 'Listing Rules') they are deemed to
be related parties in relation to the Company and the Acquisition will
consequently constitute a related party transaction. As such, it will require
the approval of Shareholders who are independent from the Managers and is
conditional on that approval being received. The Managers and their associates
(which, for the avoidance of doubt, do not include employees of the Managers)
own, beneficially or otherwise,
12,571,430 Equity Shares. The Managers will not vote on the resolution to
approve the Acquisition and have undertaken to take all reasonable steps to
ensure that their associates will not vote on that resolution. Mr. Duncan, who
became a Director of the Company on 12 October 2007 as explained further below,
is also an employee of BSAM Inc. Mr. Duncan did not take part in the Board's
consideration of the Acquisition.

As the Acquisition requires the approval of Shareholders in an Extraordinary
General Meeting, the Board have also decided to take the opportunity to request
Shareholders approve the following items of business:

1.        an increase in the authorised share capital of the Company by the
creation of 500 million further Unclassified Shares;

2.        to amend the provisions of the Articles to restructure the semi-annual
redemption facility as a tender offer facility under substantially similar terms
and conditions in order to permit the Company to hold in treasury those Shares
(both Equity Shares and ZDP Shares) that are tendered (subject to regulatory
limits) and subsequently reissue them (this is not currently permitted for
Shares that are redeemed);

3.        an amendment to the Company's Articles to allow the Company to hold
Treasury Shares; and

4.        authority for the Company to make future purchases of its own Shares
by way of tender offer in accordance with the Listing Rules.

Shareholder approval of the Acquisition, increase in the authorised share
capital of the Company, amendments to the Articles of Association and authority
to make future purchases of its own Shares by way of tender offer is to be
sought at the Extraordinary General Meeting of the Company convened for 10.00
a.m. (London time) on 28 November 2007.

Background to and reasons for the Acquisition

In their role as investment managers to the Company, the Managers are charged
with sourcing and executing what they believe to be attractive investments for
the Company's portfolio. These opportunities may arise from a variety of
sources, including affiliates of the Managers.

The Manager has sourced an opportunity on behalf of the Company to purchase the
Transfer Portfolio from Bear Stearns. The Transfer Portfolio represents the seed
investments for a private equity fund Bear Stearns intended to raise that
targeted investment with sponsors with a 'value-oriented' approach to investing
(for example, out-of-bankruptcy, restructuring, debt-to-equity conversions and
turnaround opportunities).

Bear Stearns has recently changed its strategy and has determined not to proceed
with raising the fund. Subsequently, the Manager approached Bear Stearns to
discuss its willingness to sell the Transfer Portfolio. The Manager views the
Acquisition as an attractive secondary market opportunity, and has negotiated,
on an exclusive basis, the right to purchase, on behalf of the Company, the
assets comprised in the Transfer Portfolio. The acquisition of the Transfer
Portfolio will be in accordance with the Company's stated investment policy.

Under a placing of new Shares which concluded on 2 May 2007 the Company raised
US$308,857,699 (the 'Issue'). Since the Issue, the Company has committed
US$234.1 million to fifteen private equity and mezzanine funds and two
co-investments. A portion of the remaining net proceeds of the Issue is intended
to be used to finance the Acquisition and to pay associated costs. Following
completion of the Acquisition, and subject to future tender requests by
investors, it is anticipated that the Company will have approximately US$135
million available for investment in further assets in accordance with the
Company's investment policy. If the resolution approving the Acquisition is not
approved by Shareholders at the Extraordinary General Meeting, the remaining net
proceeds of the Issue will be invested over time in accordance with the
Company's investment policy.

Benefits of the Acquisition

The Transfer Portfolio is comprised of US$62.8 million of commitments across 14
funds and 13 underlying fund managers. Approximately US$38 million of the total
commitments have been funded as at 30 September 2007, representing approximately
61 per cent. of total commitments. A detailed description of the consideration
of the Acquisition and valuation process is set out under the heading 'Principle
Terms and Conditions of the Acquisition' below.

As many of the underlying investment vehicles comprised in the Transfer
Portfolio are currently in their investment periods, their investors are still
subject to capital calls to meet future funding needs. As at 30 September 2007
and assuming completion of the Acquisition, it is estimated that the Company
will be responsible for approximately US$24.5 million in such unfunded
commitments, in aggregate.

The Managers believe that the acquisition of the Transfer Portfolio provides the
Company with a unique ability to participate in the distressed, turnaround and
restructuring sector within the private equity market. The Managers believe the
Transfer Portfolio benefits the Company in the following ways:

.       Exclusive Secondary Opportunity with Portfolio Transparency.
The Managers have insight into the underlying companies in the Transfer
Portfolio and believe that they represent an attractive value proposition for
the Company's portfolio.

.       Top-Tier Funds. The Managers believe that the underlying
managers of the investment vehicles comprised in the Transfer Portfolio are of
the highest quality, including such stable, institutional-quality sponsors as
The Blackstone Group, WL Ross & Co. LLC, Cerberus Capital Management, L.P., J.C.
Flowers & Co., LLC, Alchemy Partners LLP and Oaktree Capital Management, LLC, as
well as dynamic, emerging managers such as CarVal Investors, LLC, Monomoy
Capital Management, LLC, Levine Leichtman Capital Partners, Inc., Strategic
Value Partners, LLC, Omega Fund Management Limited, Avista Capital Holdings,
L.P. and Clearwater Capital Partners, LLC.

.       Seasoned Portfolio. The underlying companies in the Transfer
Portfolio have matured to the point where the Managers believe the majority of
the assets have gone through the private equity J-curve and are attractively
positioned for increases in value.

.        Distressed and Special Situations Exposure. The Managers
believe that the distressed and special situations segments of the private
equity market are poised for outperformance in the current global economic
environment, and the Transfer Portfolio represents a unique opportunity to
access these segments through the secondary market.

Financial Effects of the Acquisition

The value of the Transfer Portfolio was US$40.7 million as at 30 September 2007
based on recent valuations made by the general partners of the underlying
investment vehicles with further adjustments as set out below. The Acquisition
will increase the value of the Company's private equity assets to approximately
US$364.1 million. By way of illustration, the Company Portfolio will be
represented immediately following completion of the Acquisition by approximately
70 per cent. private equity investments (taking into consideration funded assets
only), up from an estimated 62 per cent. previously.

Principal Terms and Conditions of the Acquisition

Under the terms of the Acquisition Agreement, The Bear Stearns Companies Inc
proposes to sell the Transfer Portfolio to the Company for an initial
consideration of US$40.7 million (to be further adjusted as discussed below). If
Shareholder approval is obtained, the completion date of the Acquisition is
expected to take place on or about 30 November 2007.

The initial consideration for the Transfer Portfolio was derived from the
capital account balances of 11 of the underlying 14 funds as at 30 June 2007 and
3 of the underlying funds as at 30 September 2007 and adjusted for: (i) the
independent third party valuation, the procedures of which are described below;
(ii) any additional investment made or distribution received by The Bear Stearns
Companies Inc. in, or from, the funds comprised in the Transfer Portfolio from
the date of the capital account balances through to 30 September 2007; and (iii)
all public equity securities within the Transfer Portfolio being price adjusted
as at 30 September 2007 to their quote on the relevant stock exchange.

The scope of the independent valuation agent review is as follows:

•       save for any private equity or debt investment representing
less than 0.5 per cent. of the total GP generated net asset value (of US$37.3
million), all private equity and debt investments within the funds greater than
one year old as of approximately the latest completed calendar quarter (i.e.
purchased before 30 September 2006) were, subject to available information,
independently valued;

•        all private equity and debt investments within the funds
purchased after 30 September 2006 were valued according to the net asset value
provided by the respective general partners ('GP') as at 30 June 2007 quarterly
reports or, where relevant, at 30 September 2007 reports; and

•        all investments were adjusted for any known material events
from 30 June 2007 through to 30 September 2007, including recapitalisations and
exits.

The above methodology represented adjustments to the initial GP capital account
balances of US$37.3 million as follows: (i) an increase of US$2.1 million in
respect of the third party valuation; (ii) a net increase of US$1.8 million in
respect of capital calls or distributions up to 30 September 2007; and (iii) a
reduction of US$0.5 million in respect of public equity securities. This
resulted in an initial consideration of US$40.7 million.

In addition, subsequent to the initial consideration determined as at 30
September 2007, further cash adjustments will be made on completion of the
Acquisition (shortly following Shareholder approval, if the relevant resolution
is passed, at the EGM) to take account of any additional investment made or
distribution received, by The Bear Stearns Companies Inc. in, or from, the funds
comprised in the Transfer Portfolio during the period from the date on which the
Transfer Portfolio was valued to the actual date of completion of the
Acquisition. Similarly, the value of public equity securities will be adjusted
for available public equity price fluctuations up to completion. Furthermore,
any known material events for private investments during the period from the
date on which the Transfer Portfolio was valued to the actual date of completion
of the Acquisition will adjust the consideration.

The Acquisition is conditional on Shareholder approval. If the resolution
relating to the Acquisition is not approved at the EGM by Shareholders who are
independent of the Managers, the Acquisition will not proceed in which event the
remaining net proceeds of the Issue will be used to finance other acquisitions
made in accordance with the Company's investment policy.

Increase in the Authorised Share Capital

The Company's current authorised share capital includes 14,701,644 Unclassified
Shares of 0.01p each which may be issued as further Equity Shares and/or Zero
Divided Preference Shares and/or one or more new class of share(s). As a result
of several successful follow-on fund raisings and the limited number of
Unclassified Shares that remain available for issue, the Board considers it
prudent for the authorised share capital to be increased to allow for further
fundraisings in the future. It is therefore proposed that the number of
authorised but unissued Unclassified Shares be increased by 500,000,000
Unclassified Shares (equivalent to a 3,401 per cent. increase in the number of
unissued Unclassified Shares in the share capital of the Company). Shareholders
should note that the Board currently has no intention of conducting a further
issue of Shares although it may in the future depending on a variety of factors,
including prevailing market conditions and investor appetite. Any further issue
of Shares will be in accordance with the relevant provisions of the Articles and
will be at a price which represents a premium to Net Asset Value.

Amendments to the Articles of Association

The Company has in place mechanics to assist in reducing the discount to Net
Asset Value to which the Shares trade in the market, mainly through share
buybacks and a semi-annual share redemption facility. Under the existing
Articles any Shares bought back or redeemed are cancelled.

Regulatory changes in Guernsey mean that the Company is able to hold Shares in
treasury when they are repurchased provided that the Company's Articles permit
it to hold Shares in treasury and the Board resolves to hold the Shares so
purchased in treasury. In order to be held in treasury, Shares will need to be
purchased by the Company as those redeemed under the existing share redemption
facility are not eligible. Treasury Shares can then be reissued by the Company
to investors at a later date, for example to address an imbalance between demand
and supply for Shares. Under the Ordinance, the Company is able to hold up to 10
per cent. of its issued share capital in treasury. It is the Company's current
intention that Shares held in treasury will only be issued at NAV or at a
premium to NAV. Shares held in treasury which are not reissued by the Company
within 12 months of the date of their purchase will be cancelled and, thus, will
not be available for re-issue.

As Shares redeemed under the redemption facility cannot be held in treasury, but
Shares purchased pursuant to a tender offer can, the Board considers that the
Articles should be amended so that the share redemption facility is replaced by
an on market share tender facility. It is the intention of the Board that the
timing and pricing mechanism of the tender facility (which are set out in full
in the Notice of the Extraordinary General Meeting and summarised under the
heading 'Tender Offer' below) will be substantially the same as under the
redemption facility, thus maintaining, insofar as it is possible, the same
economic and timing effect for Shareholders. The taxation effect for
Shareholders who are resident for UK taxation purposes should remain the same as
the Company intends to effect the tender by way of market purchases. The
taxation implications are set out in more detail below. The Board believes that
Shareholders will not be prejudiced by this amendment to the Articles.

Tender Offer

If the special resolution amending the Articles as described above is passed at
the Extraordinary General Meeting, the redemption facility will be immediately
replaced by the share tender facility. Shareholders who have already returned
requests for Shares to be redeemed on 31 December 2007 will have that request
treated as a valid application for their Shares to be purchased pursuant to the
share tender facility. As with the redemption facility, it is within the
Directors' absolute discretion to offer the share tender facility on any or all
of the Tender Dates and to accept any tender offer applications. If the special
resolution amending the Articles is passed, Shareholders who have previously
returned redemption requests for 31 December 2007 but do not want their Shares
purchased under the share tender facility may withdraw their request by writing
to the Company at its registered office by the close of business on 21 December
2007.

The terms of any future Tender Offer are set out in the circular. In summary,
provided the Board exercises its discretion to allow Shareholders to tender
their Shares for purchase on any Tender Date, Shareholders will be entitled to
have their Shareholding, up to the maximum amount specified by the Board,
purchased by the Company at a price equal to the Net Asset Value per Equity or
ZDP Share calculated as at the relevant Tender Date. This represents a
Shareholder's Basic Entitlement. Shareholders may tender any percentage of their
Shareholding for purchase under the Tender Offer, but tenders in excess of the
Basic Entitlement will only be satisfied to the extent that other Shareholders
tender less than their Basic Entitlement. Tenders will be rounded down to the
nearest whole number of Shares.

Purchases of Shares successfully tendered will be carried out on the London
Stock Exchange and the Company shall be entitled to determine whether any Shares
so purchased will be cancelled immediately or otherwise held in treasury.

The Company is currently authorised to purchase in the market up to 14.99 per
cent. of each of the Equity Shares and the Zero Dividend Preference Shares as a
class pursuant to a Shareholder general authority. It is not intended that any
of this general authority will be used to purchase Shares by way of tender. A
special resolution will be proposed at the Extraordinary General Meeting
granting authority to the Company to purchase up to 15 per cent. of the Equity
Shares and the Zero Divided Preference Shares as a class pursuant to the
proposed Tender Offer, such authority to expire 18 months after the date of the
passing of the resolution.

Change of Directors

On 12 October 2007, Paul Sanabria resigned from the Board and the remaining
Directors voted to approve the appointment of Mr Duncan as a Director of the
Company. As required by the Articles of Association, Mr. Duncan will have his
appointment voted on by Shareholders at the Company's annual general meeting
later this year. Like Mr Sanabria, Mr Duncan is a director of BSAM Inc. and is
one of the key managers of the Company Portfolio. The Board considers that his
appointment as a Director will be beneficial to the Company due to his in-depth
understanding of the Company and the private equity market.

Taxation Implications

The Proposals should not have any UK tax consequences for Shareholders.
Specifically, the proposed replacement of the share redemption facility by a
share tender facility with substantially the same terms and pricing mechanism
should not have an adverse UK tax effect for Shareholders.

The Directors have been advised that the UK offshore fund rules in Chapter V of
Part XVII of the Income and Corporation Taxes Act 1988 (the 'Taxes Act') or
Schedule 10 to the Finance Act 1996, as appropriate, should not apply.
Accordingly, any gain realised by a United Kingdom resident or ordinarily
resident Shareholder or a Shareholder who carries on a trade in the United
Kingdom through a branch, agency or permanent establishment with which their
investment in the Company is connected on a sale or other disposal (including
from liquidation or dissolution of the Company, or as a result of such Shares
being purchased pursuant to the proposed share tender facility) of their Shares
may, depending on their circumstances and subject as mentioned below, be subject
to United Kingdom capital gains tax or corporation tax on chargeable gains.

Under current law, on a disposal of Shares (which includes a redemption and
would include Shares purchased by way of a Tender Offer) by an individual
investor who is resident or ordinarily resident in the United Kingdom for tax
purposes, the Shares may attract taper relief which reduces the amount of
chargeable gain according to how long, measured in years, the Shares have been
held. Legislation proposed to have effect from 6 April 2008 would, if enacted,
abolish taper relief for individual investors. Instead, a single rate of capital
gains tax at 18 per cent. would apply to disposals made after 5 April 2008. An
investor which is a body corporate resident in the United Kingdom for tax
purposes may benefit from indexation allowance which, in general terms,
increases the capital gains tax base cost of an asset in accordance with the
rise in the retail prices index.

Although the Directors have been advised that the Company should not be subject
to the offshore fund rules for the purposes of United Kingdom taxation, should
the Company become subject to these rules as a result of changes in current UK
tax law and/or practice, this may, compared to current UK tax law and practice,
have adverse tax consequences for certain UK Shareholders as gains on any
disposal (which would include any gain as a result of Shares being purchased
pursuant to a tender offer) may be subject to income tax under the provisions of
Chapter V of Part XVII of the Taxes Act or to corporation tax under the
provisions of Schedule 10 to the Finance Act 1996, rather than capital gains
tax.

If you are in any doubt about your tax position in relation to holding Shares,
or if you may be subject to tax in a jurisdiction other than the United Kingdom,
you should consult your professional adviser.

Costs of the Proposals

The costs of the Proposals are estimated to be approximately £0.23 million
(exclusive of applicable VAT), equivalent to approximately 0.1 per cent. of the
Net Asset Value of the Equity Shares (on the basis of the Equity Shares having a
Net Asset Value of approximately £230 million in aggregate as at 19 October
2007). The costs will be borne by the Company.

Extraordinary General Meeting

At the Extraordinary General Meeting, two ordinary resolutions and two special
resolutions will be proposed.

The first resolution will, if passed, approve the Acquisition and allow the
Company to complete the purchase of the Transfer Portfolio.

The second resolution will, if passed, increase the authorised share capital of
the Company by the creation of 500,000,000 Unclassified Shares of 0.01p each.

The third resolution will, if passed, (i) delete the provisions relating to the
redemption facility from the Articles of Association and replace them with the
terms and conditions of the share tender facility described above; and (ii)
allow the Company to hold Shares in treasury.

The fourth resolution will, if passed, authorise the Company to make market
purchases of its own Shares by way of a tender offer.

Resolutions one and two are ordinary resolutions and thus, to be passed, require
the approval of not less than 50 per cent. of those Shareholders entitled to
attend and vote at the Extraordinary General Meeting in respect of each ordinary
resolution. Resolutions three and four are special resolutions and thus, to be
passed, require the approval of at least 75 per cent. of those Shareholders
entitled to attend and vote at the Extraordinary General Meeting in respect of
each special resolution.


EXPECTED TIMETABLE OF EVENTS

Latest time and date for receipt of Forms of Proxy for the            10.00 a.m. (London time) on 
Extraordinary General Meeting                                         26 November 2007

Extraordinary General Meeting                                         10.00 a.m. (London time) on 
                                                                      28 November 2007

Expected date of completion of the Acquisition                        On or around 30 November 2007

Any US Dollar to Sterling or US Dollar to Euro comparisons used in this
announcement are based on an exchange rate of £1 : US$2.0477 and €1 : US$1.4272,
respectively, as at the close of business in London on 30 September 2007.

Enquiries:

Bear Stearns Asset Management

Greg Getschow / Troy Duncan - 001 212 272 7732

JPMorgan Cazenove

Angus Gordon Lennox - 020 7588 2828

Peregrine Communications

Anthony Payne / Max Hilton - 020 7978 6052




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