BH Macro Limited

AGM Information • Jun 20, 2019

BH MACRO LIMITED Guernsey Company Registration No: 46235 (The "Company")

CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE TWELFTH ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT THE OFFICES OF NORTHERN TRUST INTERNATIONAL FUND ADMINISTRATION SERVICES (GUERNSEY) LIMITED, TRAFAGLAR COURT, LES BANQUES, ST PETER PORT, GUERNSEY, GY1 3QL ON THURSDAY 20 JUNE 2019 AT 11.00AM.

SPECIAL RESOLUTION:

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 389,930 shares designated as US Dollar shares and 2,279,410 shares designated as Sterling shares (respectively 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 in each case shares held in treasury));
• b. the minimum price (exclusive of expenses) which may be paid for a share shall be one cent for shares designated as US Dollar shares and one pence for shares designated as Sterling share
• 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 general meeting of the Company in 2020 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.

SPECIAL RESOLUTION:

That, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue (or sell from treasury 260,127 shares designated as US Dollar shares and 1,520,620 shares designated as Sterling shares (respectively 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 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 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 11 has expired.