Proxy Solicitation & Information Statement • May 16, 2014
Proxy Solicitation & Information Statement
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All Correspondence to:
Computershare Investor Services (Guernsey) Limited C/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 June 2014 at 10.30 am.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | |
|---|---|
Please complete this box only if you wish to appoint a third party proxy other than the Chairman or the Company Secretary. Please leave this box blank if you want to select the Chairman or the Company Secretary. Do not insert your own name(s).
| I/We hereby appoint the Chairman of the Meeting or the Company Secretary OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of BH Macro Limited to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 16 June 2014 at 10.30 am, and at any adjourned meeting. |
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|---|---|---|---|---|
| * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please use a black pen. Mark with an X Please mark here to indicate that this proxy appointment is one of multiple appointments being made. |
||||
| inside the box as shown in this example. | For | Against | Vote Withheld |
|
| 1. | Ordinary Resolutions That the Annual Audited Financial Statements of the Company for the period ended 31 December 2013, together with the Reports of the Directors and the Auditors thereon, be received and considered. |
|||
| 2. | That KPMG Channel Islands Limited be re-appointed as Auditors until the conclusion of the next annual general meeting. | |||
| 3. | That the Board of Directors be authorised to determine the remuneration of the Auditors. | |||
| 4. | That Ian Plenderleith be re-elected as a Director. | |||
| 5. | That David Barton be re-elected as a Director. | |||
| 6. | That Huw Evans be re-elected as a Director. | |||
| 7. | That Christopher Legge be re-elected as a Director. | |||
| 8. | That Talmai Morgan be re-elected as a Director. | |||
| 9. | That Claire Whittet be re-elected as a Director. | |||
| 10 That the Directors' Remuneration Report contained in the Annual Audited Financial Statements of the company for the period ended 31 December 2013 be approved. |
||||
| 11. That the Directors be generally and uncondtionally authorised to allot and issue shares. | ||||
| Special Resolutions | ||||
| 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 of its own shares. |
||||
| 13. That, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue shares for cash. |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
| Signature | Date |
|---|---|
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
H 4 7 5 3 0 J B H M
All Correspondence to:
Computershare Investor Services (Guernsey) Limited C/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 June 2014 at 10.30 am.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | ||
|---|---|---|
Please complete this box only if you wish to appoint a third party proxy other than the Chairman or the Company Secretary. Please leave this box blank if you want to select the Chairman or the Company Secretary. Do not insert your own name(s).
| I/We hereby appoint the Chairman of the Meeting or the Company Secretary OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of BH Macro Limited to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 16 June 2014 at 10.30 am, and at any adjourned meeting. |
||||
|---|---|---|---|---|
| * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please use a black pen. Mark with an X Please mark here to indicate that this proxy appointment is one of multiple appointments being made. |
||||
| inside the box as shown in this example. Ordinary Resolutions |
For | Against | Vote Withheld |
|
| 1. | That the Annual Audited Financial Statements of the Company for the period ended 31 December 2013, together with the Reports of the Directors and the Auditors thereon, be received and considered. |
|||
| 2. | That KPMG Channel Islands Limited be re-appointed as Auditors until the conclusion of the next annual general meeting. | |||
| 3. | That the Board of Directors be authorised to determine the remuneration of the Auditors. | |||
| 4. | That Ian Plenderleith be re-elected as a Director. | |||
| 5. | That David Barton be re-elected as a Director. | |||
| 6. | That Huw Evans be re-elected as a Director. | |||
| 7. | That Christopher Legge be re-elected as a Director. | |||
| 8. | That Talmai Morgan be re-elected as a Director. | |||
| 9. | That Claire Whittet be re-elected as a Director. | |||
| 10 That the Directors' Remuneration Report contained in the Annual Audited Financial Statements of the company for the period ended 31 December 2013 be approved. |
||||
| 11. That the Directors be generally and uncondtionally authorised to allot and issue shares. | ||||
| Special Resolutions | ||||
| 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 of its own shares. |
||||
| 13. That, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue shares for cash. |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
| Signature | Date |
|---|---|
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
H 6 7 5 3 0 J B H M
All Correspondence to:
Computershare Investor Services (Guernsey) Limited C/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 June 2014 at 10.30 am.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | ||
|---|---|---|
Please complete this box only if you wish to appoint a third party proxy other than the Chairman or the Company Secretary. Please leave this box blank if you want to select the Chairman or the Company Secretary. Do not insert your own name(s).
| I/We hereby appoint the Chairman of the Meeting or the Company Secretary OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of BH Macro Limited to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 16 June 2014 at 10.30 am, and at any adjourned meeting. |
||||
|---|---|---|---|---|
| * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please use a black pen. Mark with an X Please mark here to indicate that this proxy appointment is one of multiple appointments being made. |
||||
| inside the box as shown in this example. Ordinary Resolutions |
For | Against | Vote Withheld |
|
| 1. | That the Annual Audited Financial Statements of the Company for the period ended 31 December 2013, together with the Reports of the Directors and the Auditors thereon, be received and considered. |
|||
| 2. | That KPMG Channel Islands Limited be re-appointed as Auditors until the conclusion of the next annual general meeting. | |||
| 3. | That the Board of Directors be authorised to determine the remuneration of the Auditors. | |||
| 4. | That Ian Plenderleith be re-elected as a Director. | |||
| 5. | That David Barton be re-elected as a Director. | |||
| 6. | That Huw Evans be re-elected as a Director. | |||
| 7. | That Christopher Legge be re-elected as a Director. | |||
| 8. | That Talmai Morgan be re-elected as a Director. | |||
| 9. | That Claire Whittet be re-elected as a Director. | |||
| 10 That the Directors' Remuneration Report contained in the Annual Audited Financial Statements of the company for the period ended 31 December 2013 be approved. |
||||
| 11. That the Directors be generally and uncondtionally authorised to allot and issue shares. | ||||
| Special Resolutions | ||||
| 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 of its own shares. |
||||
| 13. That, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue shares for cash. |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
| Signature | Date |
|---|---|
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
H 5 7 5 3 0 J B H M
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