Circ. re BGHL EGM 31 Oct 08

CIRCULAR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or the
action you should take, you are recommended to seek immediately your
own personal financial advice from independent financial adviser,
stockbroker, bank manager, solicitor, accountant or from an
appropriately qualified independent adviser authorised pursuant to
the Financial Services and Markets Act 2000, as amended.

If you have sold or otherwise transferred all of your shares in the
Company please send this document and the accompanying documents at
once to the purchaser or transferee or to the stockbroker, banker or
other agent through whom the sale or transfer was effected for onward
transmission to the purchaser or transferee.


                 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)

                    Extraordinary General Meeting

Recommended proposal to renew the Company's authority to make market
                     acquisitions of its Shares


The Proposal described in this document is conditional on Shareholder
approval at an EGM.  Notice of an EGM of the Company to be held at 10
a.m. on 31 October 2008 at the offices of Close Fund Services
Limited, Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1
2JA is set out at the end of this document.

Shareholders are requested to return the Form of Proxy accompanying
this document for use at the EGM. To be valid, a Form of Proxy for
use at the EGM must be completed and returned in accordance with the
instructions printed thereon so as to be received by Close Fund
Services Limited, Trafalgar Court, Admiral Park, St Peter Port,
Guernsey GY1 2JA as soon as possible and, in any event, not later
than 48 hours before the time of the EGM.

Your attention is drawn to the letter from the Chairman of Boussard &
Gavaudan Holding Limited which is set out on pages 3 to 4 of this
document and which recommends that you vote in favour of the
Resolution. Your attention is also drawn to the section entitled
"Action to be Taken" on page 4 of this document.

This Circular is not a prospectus and is not an offer to sell or a
solicitation of any offer to buy any securities in the United States
or in any other jurisdiction. The Shares will not be registered under
the US Securities Act of 1933, as amended and the Company has not
been, and will not be, registered under the US Investment Company Act
of 1940, as amended.
                         EXPECTED TIMETABLE


Latest time and date for receipt of Forms  10 a.m. on 29 October 2008
of
Proxy for the EGM
EGM of the Company                         10 a.m. on 31 October 2008


                 ACTION TO BE TAKEN BY SHAREHOLDERS

ALL HOLDERS OF SHARES ARE RECOMMENDED TO COMPLETE AND RETURN THEIR
FORMS OF PROXY TO INDICATE HOW THEY WISH TO VOTE ON THE PROPOSAL.
COMPLETION AND RETURN OF THE FORM OF PROXY WILL NOT AFFECT A
SHAREHOLDER'S RIGHT TO ATTEND AND VOTE AT THE EGM.

Shareholders are requested to complete and return the Form of Proxy
for the EGM as soon as possible and in any event not later than 48
hours before the meeting and/or attend and vote at the meeting on 31
October 2008.
                 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)


Directors:                  Registered office:
Christopher Fish (Chairman)    Trafalgar Court
Sameer Sain                       Admiral Park
Nicolas Wirz                     St Peter Port
                              Guernsey GY1 2JA


                                                      13 October 2008
Dear Shareholder

RECOMMENDED PROPOSAL TO RENEW THE COMPANY'S AUTHORITY TO MAKE MARKET
                     ACQUISITIONS OF ITS SHARES

                                 AND

               NOTICE OF EXTRAORDINARY GENERAL MEETING

Introduction

Your Board is proposing to hold an extraordinary general meeting on
31 October 2008 at 10 a.m. (the "EGM").  The sole business of the EGM
will be to approve by ordinary resolution the renewal of the
Company's authority to make market acquisitions of its own shares
(the "Proposal").  The purpose of this Circular is to provide you
with details, and to seek your approval, of the Proposal.  A notice
of the EGM is set out at the end of this document.

Your Board believes that approval of the Proposal at the EGM is in
the best interests of the Company and the Shareholders as a whole and
recommends that you vote in favour of the Proposal at the EGM.  You
are therefore urged to complete and return the enclosed Form of Proxy
without delay.

The Proposal

Your Board is seeking Shareholder approval to renew the Company's
authority to make market purchases of up to 14.99 per cent. of each
class of its Shares in issue (excluding Shares held in treasury).
Purchases will only be made through the market for cash at prices
below the estimated prevailing net asset value per Share of the
relevant class where the Directors believe such purchases will result
in an increase in the net asset value per share of the relevant class
of the remaining Shares and as a means of addressing any imbalance
between the supply of, and demand for, such Shares.  Such purchases
will only be made in accordance with the Guernsey Companies Law, the
Listing Rules and any rules applicable to the Company by virtue of
the listing and trading of its shares on Euronext Amsterdam by NYSE
Euronext, which include, but are not limited to, that the maximum
price to be paid per Share must not be more than the higher of (i)
five per cent. above the average market value of such Shares for the
five business days prior to the day the purchase is made and (ii) the
higher of the price of the last independent trade and the highest
current independent bid for such Shares.

The minimum price which may be paid for a Share shall be ¤0.01 or
£0.01, as the case may be.  Approval of the Proposal will allow the
Company to make further market purchases of its Shares in order to
manage imbalances in the supply of Shares and/or any discount to net
asset value at which the Shares may trade.  Shares purchased in this
manner may be cancelled by the Company or held as treasury shares.

Prospective Shareholders should note that the exercise by the
Directors of the Company's powers to repurchase Shares is entirely
discretionary and they should place no expectation or reliance on the
Directors exercising such discretion on any one or more occasions.

Resolution

You will find set out at the end of this document, a Notice convening
an EGM of the Company to be held at the offices of Close Fund
Services Limited, Trafalgar Court, Admiral Park, St Peter Port,
Guernsey GY1 2JA on 31 October 2008.  The resolution to be proposed
at the EGM will be proposed as an ordinary resolution.

ACTION TO BE TAKEN

Form of Proxy

Shareholders will find enclosed a Form of Proxy for use at the EGM.
Whether or not you intend to attend the EGM, you should complete and
return the Form of Proxy by post or by hand (during normal business
hours) to Close Fund Services Limited, Trafalgar Court, Admiral Park,
St Peter Port, Guernsey GY1 2JA so as to arrive not later than 48
hours before the time for holding of the EGM. Completion and return
of the Form of Proxy will not affect a Shareholder's right to attend
and vote at the EGM.

A quorum consisting of two Shareholders entitled to vote and
attending in person or by proxy is required for the EGM.

Euroclear

Investors who hold their Shares through Euroclear and who wish to
attend or to exercise the voting rights attached to their Shares at
the EGM should inform their admitted institution via Kempen in
writing at least seven full days before the EGM, after which they
will receive an attendance ticket and proxy card.

Recommendation

Your Board considers that the Proposal is in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Board
unanimously recommends Shareholders to vote in favour of the
Resolution.

Your Directors intend to vote in favour of the Resolution in respect
of their entire shareholdings of 64,121 Shares, representing 0.08 per
cent. of the total number of issued Shares (excluding treasury
shares) in the Company as at 10 October 2008.

Yours faithfully

Christopher Fish
Chairman


                             DEFINITIONS


"Board" or "Directors" the board of directors of the Company
"Circular"             this document
"Company"              Boussard & Gavaudan Holding Limited
"Euro" or "¤"          the Euro, being the currency introduced at the
                       start of the third stage of European Economic
                       and Monetary Union pursuant to the Treaty
                       establishing the European Community, as
                       amended
"Euro Shares"          ordinary shares of ¤0.0001 each in the capital
                       of the Company, designated as Euro shares
"Extraordinary General the extraordinary general meeting of the
Meeting"  or "EGM"     Company convened for 10 a.m. on 31 October
                       2008 (or any adjournment thereof), notice of
                       which is set out at the end of this document
"Form of Proxy"        the form of proxy for use at the EGM
"Kempen"               Kempen & Co. N.V.
"Listing Rules"        the Listing Rules made by the UK Listing
                       Authority pursuant to Part VI of the Financial
                       Services and Markets Act 2000, as amended
"Proposal"             the proposal described in this document
                       relating to the Company's authority to make
                       market acquisitions of the Shares
"Resolution"           the ordinary resolution to be proposed at the
                       EGM and contained in the notice of the EGM
"Shares"               Euro Shares and/or Sterling Shares, as the
                       context may require
"Shareholders"         holders of Shares
"Sterling Shares"      ordinary shares of ¤0.0001 each in the capital
                       of the Company, designated as Sterling shares


                 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.


By order of the Board                 Registered Office
Close Fund Services Limited             Trafalgar Court
Secretary                   Admiral Park, St Peter Port
Dated 13 October 2008                  Guernsey GY1 2JA



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)           For the convenience of members who may be unable to
attend the EGM, a Form of Proxy is enclosed with this document. To be
valid, the Form of Proxy should be completed in accordance with the
instructions printed on it and sent, so as to reach the Company's
registrar, Close Fund Services Limited, Trafalgar Court, Admiral
Park, St Peter Port, Guernsey GY1 2JA no later than 48 hours before
the time fixed for the meeting. The fact that members may have
completed Forms of Proxy will not prevent them from attending and
voting in person should they subsequently decide to do so.

(3)           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.

(4)           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.

(5)           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.

(6)           Copies of the Form of Proxy will be available 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
and from the Company's registrar, Close Fund Services Limited,
Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1 2JA.

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