Notice of AGM

RNS Number : 7334Q

J.P. Morgan Private Equity Ltd

17 April 2009

 



J.P. Morgan Private Equity Limited 

St Martin's House, Le Bordage, St Peter Port, Guernsey, GY1 4AU 

www.jpelonline.com, www.jpelonline.co.uk

Regulatory News Service 

London Stock Exchange 

London 

EC2N 1HP 

17 April 2009

Circular

J.P. Morgan Private Equity Limited ('JPEL' or the 'Company') has today published a circular to Shareholders.

The circular contains a notice of AGM to be held at 11:00 a.m. on 13 May 2009 at the offices of Herbert Smith LLP, Exchange House Primrose Street, London EC2A 2HS. 

Copies of the following documents are available for inspection at the offices of Herbert Smith LLP, Exchange House Primrose Street, London EC2A 2HS and at the registered office of the Company during normal business hours of any business day (Saturdays and public holidays excepted) until the conclusion of the Annual General Meeting:

• Memorandum of Incorporation and the Articles of Incorporation;

• draft of the proposed new Articles of Incorporation; and

• circular.

The full text of the new Articles will be available for inspection from the date of this document until the conclusion of the AGM at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and at the place of the AGM for at least 15 minutes prior to, and during the AGM.

Copies of the circular, proxy form and annual report and accounts have been submitted to the FSA and will shortly be available for viewing, from the Document Viewing Facility, UK Listing Authority, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. 

In addition, a full copy of the circular and annual report and accounts are available on JPEL's website (through the 'Investor Information' and 'Reports' and 'Shareholder Documents' links

 through http://www.jpelonline.com or http://www.jpelonline.co.uk).  

Further copies of this document may be obtained, free of charge, from the registered office of the Company and from: 

J.P. Morgan Asset Management 20 Finsbury Street London EC2Y 9AQ United Kingdom

J.P. Morgan Asset Management 245 Park Avenue New York, NY 10167 USA

The full text of the circular is also copied below:

  PAGE 1

CIRCULAR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your 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.

If you have sold or otherwise transferred all your US$ Equity Shares or Issued ZDP Shares in the Company, please send this document and the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia or Japan or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction.

J.P. MORGAN PRIVATE EQUITY LIMITED

(a closed-ended company incorporated in Guernsey and registered with number 43107)

Notice of Annual General Meeting

The Proposals described in this document are conditional on Shareholder approval at the annual general meeting of the Shareholders (the 'AGM'). Notice of the AGM of the Company is set out at the end of this document.

To be valid, the Form of Proxy enclosed for use at the AGM should be completed and returned to the Company's Registrars as soon as possible and, in any event, so as to arrive not later than 11 a.m. on 11 May 2009.

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document and which recommends you vote in favour of the Resolutions to be proposed at the AGM. Your attention is also drawn to the section entitled 'Action to be Taken' on page 6 of this document.

The definitions used in this Circular are set out on pages 8 to 10. 

17 April 2009

  PAGE 2

CONTENTS

Page

PART I LETTER FROM THE CHAIRMAN ................................................................................. 3

PART II ADDITIONAL INFORMATION .................................................................................... 7

DEFINITIONS ................................................................................................................................... 8

EXPECTED TIMETABLE OF EVENTS

Latest time and date for receipt of Forms of  Proxy for the AGM: 11 a.m. (London time) on 11 May 2009

Annual General Meeting 11 a.m. (London time) on 13 May 2009

ACTION TO BE TAKEN BY SHAREHOLDERS 

ALL HOLDERS OF US$ EQUITY SHARES AND ISSUED ZDP SHARES ARE RECOMMENDED TO COMPLETE AND RETURN THEIR FORM OF PROXY TO INDICATE HOW THEY WISH TO VOTE IN RELATION TO THE PROPOSALS. COMPLETION AND RETURN OF THE FORM OF PROXY WILL NOT AFFECT A SHAREHOLDER'S RIGHT TO ATTEND AND VOTE AT THE AGM.

Shareholders are requested to complete and return their Form of Proxy for the AGM as soon as possible and in any event not later than 48 hours before the meeting.  Where a Shareholder being a body corporate wishes to attend and vote at the AGM an appropriate letter of representation and suitable identification of the person nominated to represent the body corporate must be presented before the AGM commences.

  PAGE  3

PART I

LETTER FROM THE CHAIRMAN

J.P. Morgan Private Equity Limited

(a closed-ended company incorporated in Guernsey and registered with number 43107)

Directors:

Trevor Charles Ash (Chairman)

Troy Duncan

John Loudon

Christopher Paul Spencer

Registered office

St. Martins House

Le Bordage
St. Peter Port
Guernsey

GY1 1BP

17 April 2009

Dear Shareholder,

Notice of Annual General Meeting

Introduction

I am pleased to be writing to you with details of our Annual General Meeting ('AGM') which we are holding at St. Martins House, Le Bordage, St. Peter Port, Guernsey, GY1 1BP on 13 May 2009 at 11 a.m. 

The purpose of this letter is to explain the business to be considered at the AGM. In addition to the usual agenda items considered at each AGM of the Company (including renewal of the authorities to buy-back Shares and make Tender Offers), the Board is also proposing to adopt new Articles of Incorporation. The new Articles of Incorporation incorporate the rights of the recently issued 2015 ZDP Shares, amendments to the Company's powers regarding investors whose holding of Shares is prejudicial to the Company pursuant to specific US legislation and, subject to the Companies Law and the passing of a Shareholder resolution, allow for documents to be sent to Shareholders in electronic form and/or by means of a website (together the 'Proposals').  

Implementation of the Proposals requires the approval of Shareholders at the AGM convened for 11 a.m. on 13 May 2009 (or at any adjournment thereof). A notice of AGM is set out at the end of this document (the 'Notice'). US$ Equity Shareholders and Issued ZDP Shareholders may attend, in person or by proxy, or if a corporation, by a duly appointed representative, the AGM. 

Proposals

The Directors are seeking Shareholder approval in relation to the following Proposals.  

Adoption of new Articles

A special resolution will be proposed at the AGM to adopt a new set of Articles.

  PAGE  4

The new Articles incorporate the terms of the 2015 ZDP Shares as set out in the prospectus published by the Company on 10 December 2008.

The 2015 ZDP Shares were allotted by the Company pursuant to a provision in the current Articles that grants a discretion to Directors to issue additional share classes provided certain conditions are met. Shareholders should note that the inclusion of the rights attaching to the 2015 ZDP Shares in the new Articles is for administrative purposes only as such rights are already contained in the prospectus issued by the Company dated 10 December 2008, and that failure to approve the adoption of new Articles will not affect the validity of the 2015 ZDP Shares, or any rights attaching thereto.

The Directors are also proposing to make certain other administrative changes to the new Articles.  The current Articles include provisions that grant a discretion to the Directors to force the transfer of Shares held by an investor should, in the absolute discretion of the Directors, such a holding be prejudicial to the Company with respect to various pieces of US legislation. The amendments in the new Articles clarify the mechanics by which such transfers can be effected, subject in all cases to any such transfer being in accordance with the rules published by CREST from time to time that apply to the Company's Shares. Other amendments will, subject to the passing of resolution four detailed under the heading 'Annual General Meeting' below, allow for documents such as notices of general meetings and annual report and accounts to be sent to Shareholders in electronic form

and/or by means of a website, subject to the provisions of the Companies Law.

Renewal of the authority to make tender offers for Shares and on-market buy backs of Shares

A special resolution will be proposed at the AGM to renew the authority for the Company to purchase up to 15 per cent. of each of the US$ Equity Shares, the Zero Dividend Preference Shares and the 2015 Zero Dividend Preference Shares as a class pursuant to a Tender Offer, such authority to expire 18 months after the date of the passing of the resolution. The special resolution will also grant authority to the Company to make Tender Offers for any other Existing Equity Share Class issued from time to time by the Company (up to a maximum of 15 per cent. of such Shares in issue as at the date those Shares are first issued) with such authority to also expire 18 months after the date of the passing of the resolution. The minimum and maximum price which will be paid for any Share will be its respective Net Asset Value calculated on the relevant Tender Date.

Subject to the Company being granted the authority to make Tender Offers for Shares from time to time, the Directors deciding to exercise their discretion on each Tender Date and to the Company passing the solvency test contained in the Companies Law, the Directors intend that (with effect from the 31 December 2009 Tender Date) each Tender Offer conducted as at 30 June and 31 December in each year going forward will be made in tranches each not exceeding 7.5 per cent. Of the total number of Shares in issue in each class (thus resulting in a potential maximum tender of 15 per cent. over two tranches of each class of Share) as at the beginning of each financial year of the Company in which the authority to tender Shares is granted. To the extent that less than 7.5 per cent. of the issued Shares of a particular class are tendered on the Tender Date as at 31 December in any year, the Company intends (subject to passing the solvency test contained in the Companies Law and the Directors exercising their discretion) that the subsequent tender based on the Tender Date as at the following 30 June will allow any shortfall of the amount set for 31 December to be combined with the 7.5 per cent. limit set for 30 June (of each class of Share) to allow the maximum number of Shares of the relevant class to be tendered, subject to all regulatory limits and the prevailing Shareholder authority in respect of the tender of Shares. Any Tender Offer made on the basis set out above will be subject to adjustment in order to ensure that, in accordance with the Articles, the Company will not give effect to tender acceptances, which, when added to any tender acceptances already accepted on a prior Tender Date in the same financial year, is in respect of

  PAGE 5

more than 15 per cent. of the relevant class of Shares in issue as at the start of the relevant financial year.  

A special resolution will also be proposed at the AGM to renew the authority to purchase Shares in the market of up to 14.99 per cent. of each class of the US$ Equity Shares, the Zero Dividend Preference Shares, the 2015 Zero Dividend Preference Shares and any other Existing Equity Share Class issued and in issue from time to time (excluding Treasury Shares). It is not intended that any of this general authority will be used to purchase Shares by way of Tender Offer. This renewed authority will expire at the 2010 annual general meeting of the Company.  

Purchases of Shares in an Existing Equity Share Class will only be made through the market for cash at prices below the prevailing Net Asset Value per Share and where, immediately following any such purchases, the Cover for the Issued ZDP Shares would not be below 1.3 times. Such purchases of Shares in an Existing Equity Share Class will only be made in accordance with all applicable laws and regulations and the rules of the UK Listing Authority in force from time to time or any successor laws, rules or regulations. Purchases of Issued ZDP Shares will only be made through the market for cash at prices below the prevailing accrued capital entitlement of the relevant Issued ZDP Share and where, immediately following any such purchases, the Cover for the Issued ZDP Shares is not below the lower of 1.3 times or the Cover immediately preceding any such repurchase. The rules of the UK Listing Authority currently provide that the price to be paid for a Share shall be limited to an amount which must not exceed the higher of (a) 105 per cent. Of the average of the market values of the Shares (of the relevant class) for the 5 Business Days before the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid price.

The Company will hold Shares purchased and/or tendered in treasury, subject to all legal and regulatory limits. Shares not held in treasury will be cancelled. 

Other business

An ordinary resolution will be proposed at the AGM that provides for Shareholder consent to the Company sending documents in electronic form and/or by means of a website, provided that such communications are in accordance with the Companies Law. If the resolution is passed, Shareholders who wish to receive documents by email will need to provide an email address to the Company.

Ordinary resolutions will also be proposed at the AGM in respect of various usual business items that are detailed under the heading 'Annual General Meeting' below. 

Annual General Meeting

Set out on pages 11 to 13 of this document is a notice convening the AGM to be held at 11 a.m.  (London time) on 13 May 2009 at St. Martins House, Le Bordage, St. Peter Port, Guernsey GY11BP.

At the AGM, three special resolutions and five ordinary resolutions will be proposed: The first resolution will, if passed, adopt the new Articles of Incorporation to include the rights attaching to 2015 ZDP Shares and update the provisions relating to Shareholders that have potential adverse US law implications for the Company.

The second resolution will, if passed, renew the Company's authority to make purchases of Shares by way of a Tender Offer.

  PAGE 6

The third resolution will, if passed, authorise the Company to buy back Shares on the market.

The fourth resolution will, if passed, allow the Company to send documents to Shareholders in electronic form and/or by means of a website, provided such communications are in accordance with the Companies Law.

The fifth resolution will, if passed, approve and adopt the Annual Report and Financial Statements of the Company for the year ended 30 June 2008.

The sixth resolution will, if passed, re-elect KPMG Channel Islands Limited as auditors to the Company until such time as the next annual general meeting of the Company or their removal as the Company's auditors, whichever may be sooner.

The seventh resolution will, if passed, authorise the Directors to determine the remuneration of the

Auditors to the Company.

The eighth resolution will, if passed, authorise the Directors to determine their remuneration in

accordance with the Articles of Incorporation.

Resolutions 1, 2 and 3 are special resolutions and thus, to be passed, require the approval of at least 75 per cent. of those US$ Equity Shareholders and Issued ZDP Shareholders entitled to attend and are present and voting at the AGM in respect of each special resolution. Resolutions 4 to 8 are ordinary resolutions and thus, to be passed, require the approval of not less than 50 per cent. Of those US$ Equity Shareholders and Issued ZDP Shareholders entitled to attend and are present and voting at the AGM in respect of each ordinary resolution.

Action to be taken 

The Articles of Incorporation allow holders of both US$ Equity Shares and Issued ZDP Shares to

attend and vote at the AGM.

If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the AGM. Whether you intend to be present at the AGM or not, you are asked to complete the Form of Proxy in accordance with the instructions printed thereon so as to be received by the Company's Registrars not later than 11 a.m. (London time) on 11 May 2009. The completion and return of the Form of Proxy will not preclude you from attending the AGM and voting in person if you wish to do so.

Whether or not they intend to vote in person Shareholders are urged to return their Form of  Proxy and to vote in favour of the Resolutions.

Recommendation

Your Board considers that the Proposals are in the best interests of Shareholders as a whole.  Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions relating to the Proposals at the AGM. 

Yours sincerely

Trevor Ash

Chairman

  PAGE  7

PART II

ADDITIONAL INFORMATION

1. MISCELLANEOUS

As at 16 April 2009 (the latest practicable date prior to the publication of this document), the Company held 19,789,421 US$ Equity Shares, which represented 7.22 per cent. of the  issued US$ Equity Shares (excluding Treasury Shares), 2,051,058 ZDP Shares which represented 3.24 per cent. of the issued ZDP Shares (excluding Treasury Shares) and no 2015 ZDP Shares in treasury.

2. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the offices of Herbert Smith LLP, Exchange House Primrose Street, London EC2A 2HS and at the registered office of the Company (which is also the place of the AGM) during normal business hours of any business day (Saturdays and public holidays excepted) until the conclusion of the Annual General Meeting:

• the Memorandum of Incorporation and the Articles of Incorporation;

• a draft of the proposed new Articles of Incorporation; and

• this document.

The full text of the new Articles will be available for inspection from the date of this document until the conclusion of the AGM at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and at the place of the AGM for at least 15 minutes prior to, and during the AGM.

In addition, copies of this document are available, for inspection only, from the Document Viewing Facility, UK Listing Authority, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. 

Further copies of this document may be obtained, free of charge, from the registered office

of the Company and from:

J.P. Morgan Asset Management
20 Finsbury Street
London

EC2Y 9AQ
United Kingdom

J.P. Morgan Asset Management
245 Park Avenue
New York, NY 10167
USA

17 April 2009

 8

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise: 

'2015 Final Capital Entitlement Date' 

31 December 2015 or if such date is not a Business Day then the immediately preceding Business Day

'2015 Zero Dividend Preference  Shares' or '2015 ZDP Shares' redeemable participating preference shares of no par value each in the capital of the Company designated as 2015 Zero Dividend Preference Shares

'Annual General Meeting' or 'AGM' the annual general meeting of the Company to be held at 11 a.m. (London time) on 13 May 2009, or any adjournment thereof 

'Articles' or 'Articles of Incorporation' the articles of incorporation (formerly known as the articles of association) of the Company in force from time to time 

'Auditors' KPMG Channel Islands Limited 'Board' or 'Directors' the directors of the Company 

'Business Day' any day (other than a Saturday or Sunday) on which commercial banks are open for general business in London and Guernsey 

'Companies Law' The Companies (Guernsey) Law 2008, as amended 

'Company' J.P. Morgan Private Equity Limited 

'Cover' in respect of each class of Issued ZDP Shares, at any date, the number of times by which the Net Asset Value of the Company (excluding for the avoidance of doubt revenue profits and accumulated revenue reserves) exceeds the aggregate amount which holders of the relevant class of Issued ZDP Shares would be entitled to receive as at the Final Capital Entitlement Date or the 2015 Final Capital Entitlement Date (as applicable) 

'CREST' the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the Regulations 'Euroclear' Euroclear UK and Ireland Limited, the operator of CREST 

'Euro Equity Shares' redeemable participating preference shares of no par value each in the capital of the Company which will be designated as Euro Equity Shares on their allotment and issue 

'Existing Equity Share Classes' the US$ Equity Shares, the Sterling Equity Shares, the 

  PAGE  9 

Euro Equity Shares in issue from time to time and any other share class issued with the same rights as Shares of those classes but quoted, and having their Net Asset Value calculated and reported, in another currency 

'Final Capital Entitlement Date' 28 June 2013 or if such date is not a Business Day then the immediately preceding Business Day 

'Form of Proxy' the form of proxy accompanying this document for use by Shareholders in connection with the AGM 'FSMA' the UK Financial Services and Markets Act 2000 

'Issued ZDP Shares' the ZDP Shares and the 2015 ZDP Shares 

'Issued ZDP Shareholder' a holder of Issued ZDP Shares 

'Listing Rules' the listing rules made by the UK Listing Authority under section 73A of FSMA 'Net Asset Value' or 'NAV' at any time, the net asset value of the Company in total (including, for the avoidance of doubt, the Net Asset Value of each class of Issued ZDP Shares), or (as the context requires) per US$ Equity Share, ZDP Share, 2015 ZDP Share or other Share class issued from time to time, calculated in accordance with the Company's accounting policies 

'Proposals' the proposals involving the adoption of new Articles of Incorporation, the renewal of the authorities for the Company to tender and buy-back Shares, the authority for the Company to send documents in electronic form and/or by means of a website and the approval of certain other general business as more fully described in Part I of this document 

'Registrars' Capita Registrars (Guernsey) Limited 

'Regulations' the Uncertificated Securities Regulations 2001 (SI 2001 No.2001/3755) 'Resolutions' the three special resolutions and five ordinary resolutions set out in the notice convening the AGM on pages 11 to 13 of this document 

'Shareholder' a registered holder of Shares 

'Shares' Shares forming part of each Existing Equity Share Class and/or each class of Issued ZDP Shares, as the context may require 

'Sterling Equity Shares' redeemable participating preference shares of no par value each in the capital of the Company which will be designated as Sterling Equity Shares on their allotment 

  PAGE 10

and issue

'Tender Dates' 30 June and 31 December in each year, or if such date is not a Business Day then the immediately preceding Business Day but does not include any date on or before which a resolution to wind up the Company is passed and Tender Date shall be construed accordingly 

'Tender Offer' any tender offer made by the Company on a Tender Date made pursuant to the Articles of Incorporation 

'Treasury Shares' Shares bought back by the Company that are held in treasury and which can be reissued by the Company pursuant to the Companies Law 

'UK' the United Kingdom of Great Britain and Northern Ireland 

'United States' or 'US' the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia 

'US dollar' or 'US$' the lawful currency of the United States 

'US$ Equity Shares' redeemable participating preference shares of no par value each in the capital of the Company designated as US$ Equity Shares 

'US$ Equity Shareholders' a holder of US$ Equity Shares 

'ZDP Shares' or 'Zero Dividend Preference Shares' redeemable participating preference shares of no par value each in the capital of the Company designated as ZDP Shares 

  PAGE 11

J.P. MORGAN PRIVATE EQUITY LIMITED

(a closed-ended company incorporated in Guernsey and registered with number 43107)

(the 'Company')

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the third Annual General Meeting of the Company will be held at 11 a.m. (London time) on 13 May 2009 at St. Martins House, Le Bordage, St. Peter Port, Guernsey GY1 1BP, for the purpose of considering and, if thought fit, passing the following resolutions, the first three of which will be proposed as special resolutions and the fourth, fifth, sixth, seventh and eighth as ordinary resolutions respectively: 

SPECIAL RESOLUTIONS

1. To consider, and if thought fit, adopt the following special resolution: THAT the existing Articles of Incorporation be rescinded in whole and substituted with the new Articles of Incorporation incorporating, inter alia, the rights of the 2015 ZDP Shares, in the form produced to the meeting and initialled by the Chairman for the purposes of identification.

2. To consider, and if thought fit, adopt the following special resolution:

 THAT the Company be authorised in accordance with The Companies (Guernsey) Law 2008 (as amended) to make market acquisitions (within the meaning of section 316 of The Companies (Guernsey) Law 2008) of each class of Shares in issue from time to time pursuant to any proposed Tender Offer to the Company's Shareholders provided that: 

(A) the maximum number of US$ Equity Shares hereby authorised to be purchased is limited to 15 per cent. of the US$ Equity Shares in issue as at 1 July 2008 and the maximum number of Zero Dividend Preference Shares hereby authorised to be purchased is limited to 15 per cent. of the Zero Dividend Preference Shares in issue as at 1 July 2008 and the maximum number of 2015 Zero Dividend Preference Shares hereby authorised to be purchased is limited to 15 per cent. of the 2015 Zero Dividend Preference Shares in issue as at 19 December 2008;

(B) the maximum number of Shares forming part of an Existing Equity Share Class (whose market quotation and NAV is calculated and reported other than in US Dollars) hereby authorised to be purchased is limited to 15 per cent. of such Shares in issue as at the date those Shares of that class are first issued; 

(C) the minimum price and the maximum price which will be paid for any Share will be their respective Net Asset Value calculated on the relevant Tender Date as set out in the Articles of Incorporation of the Company; and 

(D) this authority shall expire on the date 18 months after the date on which this resolution is passed and the Company may make a contract to purchase Shares under this authority before its expiry which will or may be executed wholly or partly thereafter and may make a purchase of Shares in pursuance of any such contract as if such authority had not expired.   PAGE 12

3. To consider, and if thought fit, adopt the following special resolution:

THAT the Company be authorised in accordance with The Companies (Guernsey) Law 2008 (as amended) to make market acquisitions (within the meaning of section 316 of The Companies (Guernsey) Law 2008) of each class of Shares in issue, provided that the maximum number of Shares authorised to be purchased is such number of Shares as equates to 41,111,532 US$ Equity Shares, 9,498,760 Zero Dividend Preference Shares and 2,411,623 2015 Zero Dividend Preference Shares or, if less, such number as is equal to 14.99 per cent of the issued Shares (excluding Treasury Shares) as at the date of the passing of this resolution. The minimum price which may be paid for a Share is 1p and the maximum price which may be paid for a Share shall be limited to an amount which must not exceed the higher of (a) 105 per cent of the average market values for a Share taken from the Official List of the UK Listing Authority for the five Business Days immediately preceding the day on which the Share is purchased and, (b) the higher of the last independent trade and the highest current independent bid price. Such authority expires at the conclusion of the 2010 annual general meeting of the Company. The Company may prior to the expiry of such authority, enter into a contract to purchase Shares under such authority and make a purchase of Shares pursuant to any such contract. 

ORDINARY RESOLUTIONS

4. THAT the Shareholders hereby consent, in accordance with paragraphs 2 and 7 of Schedule 3 of The Companies (Guernsey) Law 2008 (as amended), to the Company sending documents to them in electronic form and/or by means of a website, provided that such communications sent in electronic form or by means of a website are made in accordance with The Companies (Guernsey) Law 2008 (as amended). 

5. To approve and adopt the Annual Report and Financial Statements of the Company for the

period from 1 July 2007 to 30 June 2008.

6. To re-elect KPMG Channel Islands Limited as Auditors to the Company.

7. To authorise the Directors to determine the Auditors' remuneration.

8. To authorise and agree the remuneration of the Directors.

The definitions contained in the Circular shall have the same meanings where used in these

Resolutions.

Registered Office By Order of the Board

St. Martins House HSBC Management (Guernsey) Limited

Le Bordage Secretary
St. Peter Port
Guernsey

GY1 1BP

17 April 2009

  NOTES

1. A Form of Proxy is enclosed. Holders of US$ Equity Shares, ZDP Shares and 2015 ZDP Shares are each entitled to attend and vote at the AGM convened by this Notice and are entitled to appoint one or more proxies to attend, speak and vote in their place. A proxy need not be a member of the Company. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person. 

2. To be effective, the instrument appointing a proxy and any power of attorney or other authority under which it is executed (or a duly certified copy of such power of attorney) must be deposited at the office of the Company's Registrar shown on the Form of Proxy not less than 48 hours before the time specified for the holding of the AGM or any adjournment thereof or any meeting for taking a poll or such later time as the Board may allow.

3. If within 30 minutes from the time appointment for the AGM a quorum of Shareholders is not present the meeting shall stand adjourned to 11.40 a.m. on 13 May 2009. At such adjourned meeting the Shareholders present in person or by proxy shall constitute a quorum.

4. To have the right to attend and vote at the AGM, a person must have his/her name entered on the register of members by no later than the close of business on 11 May 2009. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the AGM. 

5. To be passed, the ordinary resolutions require the approval of more than 50 per cent. of the Shareholders present and voting (in person, by duly authorised representative or by proxy) at the AGM. To be passed, the special resolutions each require the approval of at least 75 per cent. of Shareholders present and voting (in person, by duly authorised representative or by proxy) at the AGM. 

6. To allow effective constitution of the AGM, if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman. 

Enquiries:  

Bear Stearns Asset Management Inc.                      [phone] 

Greg Getschow / Troy Duncan  

 

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