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BH Macro Limited

AGM Information Jun 12, 2013

6262_dva_2013-06-12_96054ec2-547d-48a4-aacc-11fc3a2732e8.pdf

AGM Information

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BH MACRO LIMITED

(a closed-ended investment company incorporated in Guernsey with registration number 46235) ("the Company")

12 JUNE 2013

RESULT OF ANNUAL GENERAL MEETING ("AGM")

The Board of BH Macro Limited is pleased to announce that at the AGM held on 10 June 2013, all thirteen resolutions as set out in the Notice dated 8 May 2013 were duly passed by way of a show of hands.

The proxy votes received on each resolution proposed at the annual general meeting were as follows. A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

Ordinary Resolutions For Against Vote
Withheld
1. That the Annual Audited Financial Statements of the
Company for the period ended 31 December 2012, together
with the Reports of the Directors and the Auditors thereon,
be received and considered.
36,467,936 646,861 769,535
2. That KPMG Channel Islands Limited be re-appointed as
Auditors until the conclusion of the next annual general
meeting.
35,322,057 1,755,643 806,633
3. That the Board of Directors be authorised to determine the
remuneration of the Auditors.
37,114,798 0 769,535
4. That Ian Plenderleith be re-elected as a Director. 35,592,431 0 2,291,902
5. That Huw Evans be re-elected as a Director. 37,114,798 0 769,535
6. That Anthony Hall be re-elected as a Director. 37,114,798 0 769,535
7. That Christopher Legge be
re-elected as a Director.
35,592,431 0 2,291,902
8. That Talmai Morgan be re-elected as a Director. 36,889,784 225,013 769,535
9. That Stephen Stonberg be re-elected as a Director. 36,423,878 690,919 769,535
10. That the Directors' Remuneration Report contained in the
Annual Audited Financial Statements of the Company for the
period ended 31 December 2012 be approved.
37,114,798 0 769,535
11. That
the
Directors
be
generally
and
unconditionally
authorised to allot and issue, grant rights to subscribe for, or
to convert securities into, up to 2,363,276 shares designated
as Euro shares, 9,475,901 shares designated as US Dollar
37,114,798 0 769,535
shares and 13,738,119 shares designated as Sterling shares
respectively (being 33.33 per cent. of the Company's shares
of each class in issue as at the latest practicable date prior to
the date of publication of this document (excluding shares
held in treasury) for the period
expiring on the date falling
fifteen months after the date of passing of this Resolution 11
or the conclusion of the next annual general meeting of the
Company, whichever is the earlier, save that the Company
may before such expiry make an offer or agreement which
would or might require shares to be allotted and issued after
such expiry and the Directors may allot and issue shares in
pursuance of such an offer or agreement as if the authority
had not expired.
Special Resolutions For Against Vote
Withheld
12. That
the
Company
be
and
is
hereby
generally
and
unconditionally
authorised
in
accordance
with
the
Companies
(Guernsey)
Law,
2008,
as
amended
(the
"Companies Law"), to make market acquisitions (as defined
in the Companies Law) of
each class of its shares (either for
the retention as treasury shares for resale or transfer, or
cancellation), PROVIDED THAT:
a. the maximum number of shares authorised to be purchased
shall be 1,062,871 shares designated as Euro shares,
4,261,739 shares
designated as US Dollar shares and
6,178,650 shares designated as Sterling shares (being 14.99
per cent. of the shares of each class in issue as at the latest
practicable date prior to the date of publication of this
document, excluding shares held in treasury);
b. the minimum price (exclusive of expenses) which may be
paid for a share shall be 1 cent for shares designated as Euro
shares, 1 cent for shares designated as US Dollar shares and
1 pence for shares designated as Sterling shares;
c. the maximum price which may be paid for a share of the
relevant class is an amount equal to the higher of: (a) 105 per
cent. of the average of the middle market quotations for a
share of the relevant class on the relevant market for the five
business days immediately preceding the date on which the
share is purchased; and (b) the higher of (i) the price of the
last independent trade for a share of the relevant class and
(ii) the highest current independent bid for a share of the
relevant class at the time of purchase; and
d. the authority hereby conferred shall expire at the annual
37,114,798 0 769,535
general meeting of the Company in 2014 unless such
authority is varied, revoked or renewed prior to such date by
a special resolution of the Company in general meeting.
13. That, in accordance with Article 6.4 of the Articles, the
Directors be empowered to allot and issue (or sell from
treasury)
709,053
shares
designated
as
Euro
shares,
2,843,054 shares designated as US Dollar shares and
4,121,848 shares designated as Sterling shares (being 10 per
cent. of the shares in issue of each class as at the latest
practicable date prior to the date of this notice, excluding
shares held in treasury) for cash as if Article 6.1 of the
Articles did not apply to the allotment and issue
(or sale from
treasury) for the period expiring on the date falling fifteen
months after the date of passing of this Resolution 13 or the
conclusion of the next annual general meeting of the
Company, whichever is the earlier, save that the Company
may before such expiry make offers or agreements which
would or might require shares to be allotted and issued (or
sold) after such expiry and the Directors may allot and issue
(or sell) shares in pursuance of any such offer or agreement
notwithstanding that the power conferred by this Resolution
13 has expired.
36,036,806 1,077,991 769,535

In accordance with Listing Rule 9.6.3, a copy of the Result of AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM

Enquiries:

Northern Trust International Fund Administration Services (Guernsey) Limited

The Company Secretary Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL

Tel: 01481 745001

Fax: 01481 745051

END

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