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BH Macro Limited AGM Information 2016

May 24, 2016

6262_agm-r_2016-05-24_4ed5afb2-f0d5-42c3-9bdd-3de24796c0d8.pdf

AGM Information

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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 your independent financial adviser, stockbroker, bank manager, solicitor, accountant, or from another appropriately qualified and duly authorised independent adviser.

If you have sold or otherwise transferred all of your shares in BH Macro Limited 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.

BH MACRO LIMITED

(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 46235)

Notice of Annual General Meeting

Notice of the Annual General Meeting to be held at 1.30 p.m. on 24 June 2016 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL is set out at the end of this document.

Shareholders are requested to return the Form(s) of Proxy accompanying this document for use at the Annual General Meeting. To be valid, the Form(s) of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Computershare Investor Services (Guernsey) Ltd, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 1.30 p.m. on 22 June 2016. The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Ltd either by fax at +44(0)870 703 6322 or by email at [email protected]. If you own more than one class of shares, you will need to complete and return a Form of Proxy for the Annual General Meeting in respect of each class of shares that you own.

Investors owning US dollar shares through an account on Nasdaq Dubai who wish to attend the Annual General Meeting or to exercise the voting rights attached to interests in the US dollar shares held by them through an account on Nasdaq Dubai at the Annual General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Annual General Meeting, after which they will receive an attendance ticket and proxy card.

Your attention is drawn to the letter from the Chairman of BH Macro Limited which is set out in Part I of this document and which recommends that you vote in favour of the Resolutions to be proposed at the Annual General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" on page 7 of this document.


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PART I

Letter from the Chairman

BH MACRO LIMITED

(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 46235)

Directors: Registered office:
Ian Plenderleith (Chairman) PO Box 255
Huw Evans Trafalgar Court,
Christopher Legge Les Banques,
Colin Maltby St Peter Port, Guernsey GY1 3QL
Claire Whittet Channel Islands

23 May 2016

ANNUAL GENERAL MEETING

Dear Shareholder,

Introduction

The ninth Annual General Meeting of the Company will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 24 June 2016 at 1.30 p.m. The business to be considered at the Annual General Meeting is contained in the notice convening the Annual General Meeting on pages 10 to 12 of this document. A brief explanation of each of the Resolutions to be considered is set out below.

This letter explains the business to be considered at the Annual General Meeting and includes a recommendation that you vote in favour of the resolutions set out in the notice of the Annual General Meeting.

The Annual General Meeting

Ordinary Resolutions

Resolution 1: The Directors must lay the annual audited financial statements for the financial period ending 31 December 2015 and the reports of the Directors and Auditors before the Shareholders and the Shareholders will be asked to receive and consider the financial statements and the reports.

Resolutions 2 and 3: Shareholders will be asked to confirm the re-appointment of KPMG Channel Islands Limited as Auditors until the conclusion of the next annual general meeting due to be held in 2017 and to grant authority to the Board to determine their remuneration.

Resolutions 4 to 8 (inclusive): Shareholders will be asked to vote on the re-election of each of the Directors (other than Christopher Legge), all of whom are retiring at the Annual General


Meeting and are being submitted for re-election in accordance with corporate governance best practice for FTSE 350 companies as set out in the UK Corporate Governance Code. In addition, Shareholders will be asked to vote on the election of John Le Poidevin, who is proposed to be appointed as a Director prior to the Annual General Meeting.

As part of the process of the rotation of the board, Christopher Legge will retire from the board at the Annual General Meeting. Chris has been a highly valued member of the board since the Company's listing and we are very grateful for his expert advice and guidance. The board has undertaken an extensive process to identify an appropriate new director for the Company and I am very pleased that, following this process, John Le Poidevin has agreed to join the board.

Following an evaluation of the Directors conducted during the year, the Board believes that each current Director continues to make an effective and valuable contribution and demonstrates commitment to the role.

All of the retiring Directors (other than Christopher Legge), being eligible, will stand for re-election as Directors. Each Director re-elected will hold office until he retires or ceases to be a Director in accordance with the Articles, by operation of law or until he resigns.

The biographies of each of the Directors standing for re-election and John Le Poidevin, all of whom are non-executive, are set out below.

Ian Plenderleith (Chairman)

Ian Plenderleith retired at the end of 2005 after a three-year term as Deputy Governor of the South African Reserve Bank. He served on the Bank's Monetary Policy Committee and was responsible for money, capital and foreign exchange market operations and for international banking relationships. He previously worked for over 36 years at the Bank of England in London, where he was most recently Executive Director responsible for the Bank's financial market operations and a member of the Bank's Monetary Policy Committee. He has also worked at the International Monetary Fund in Washington DC and served on the Board of the European Investment Bank and on various international committees at the Bank for International Settlements. Mr Plenderleith holds an MA from Christ Church, Oxford University, and an MBA from Columbia Business School, New York. Mr Plenderleith is a non-executive director of Morgan Stanley International in London. He is also Chairman of the Governors of Reed's School in Surrey. Mr Plenderleith has held the role of Chairman of the Board since 2007.

Huw Evans

Huw Evans is Guernsey resident and qualified as a Chartered Accountant with KPMG (then Peat Marwick Mitchell) in 1983. He subsequently worked for three years in the Corporate Finance department of Schroders before joining Phoenix Securities Limited in 1986. Over the next twelve years he advised a wide range of companies in financial services and other sectors on mergers and acquisitions and more general corporate strategy. Since moving to Guernsey in 2005, he has acted as a professional non-executive Director of a number of Guernsey-based companies and funds. He holds an MA in Biochemistry from Cambridge University. Mr Evans was appointed to the Board in 2010.


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Colin Maltby

Colin Maltby is a Director of BACIT Limited, Ocean Wilsons Holdings Limited and Abingworth BioEquities Fund Limited, and a member of the Supervisory Board of BBGI SICAV SA. He was Head of Investments at BP from August 2000 to June 2007 and was previously Chief Investment Officer of Equitas Limited from its formation in 1996. His career in investment management began in 1975 with NM Rothschild & Sons and included 15 years with the Kleinwort Benson Group, of which he was a Group Chief Executive at the time of its acquisition by Dresdner Bank AG in 1995. He was Chief Executive of Kleinwort Benson Investment Management from 1988 to 1995. Colin has served as a non-executive Director of various public companies and agencies, and as an adviser to numerous institutional investors, including pension funds and insurance companies, and to private equity and venture capital funds in both Europe and the United States. He is currently an Investment Advisor to Wolfson College, Oxford. Colin holds a Double First Class Honours degree in Physics from the University of Oxford and also studied at the Stanford University Graduate School of Business. Mr Maltby is a Fellow of Wolfson College, Oxford and of the Royal Society of Arts, and a member of the Institut National Genevois. Mr Maltby is a resident of Switzerland.

Claire Whittet

Claire Whittet is Guernsey resident and has nearly 40 years' experience in the financial services industry. After obtaining a MA (Hons) in Geography from the University of Edinburgh, she joined the Bank of Scotland for 19 years and undertook a wide variety of roles including corporate finance and heading up two city centre offices. She moved to Guernsey in 1996 and was Global Head of Private Client Credit for Bank of Bermuda before joining Rothschild Bank International Limited in 2003 where she was latterly Managing Director and Co-Head and is now a Non-Executive Director. Mrs Whittet is an ACIB member of the Chartered Institute of Bankers in Scotland and a Chartered Banker, is a member of the Chartered Insurance Institute and holds an IoD Director's Diploma in Company Direction. She is a Non-Executive Director of a number of other listed investment funds. Mrs Whittet was appointed to the Board in June 2014.

John Le Poidevin

John Le Poidevin is a graduate of Exeter University, a Fellow of the Institute of Chartered Accountants in England and Wales and a former partner of BDO LLP, where as Head of Consumer Markets, he developed an extensive breadth of experience and knowledge across the leisure and retail sectors in the UK and overseas. His non-executive directorships include, International Public Partnerships Limited, Market Tech Holdings Limited, Challenger Acquisitions Limited, Safecharge International Group Limited and Stride Gaming Plc. Mr Le Poidevin is a resident of Guernsey.

Resolution 9: Shareholders are being asked to approve the Directors' Remuneration Report contained in the Company's annual audited financial statements.

Resolution 10: The Directors are seeking the authority to allot and issue, grant rights to subscribe for, or to convert securities into, up to 857,033 Euro shares, 3,800,472 US dollar shares and 7,805,333 Sterling shares respectively (being 24.99 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, and 33.34 per cent. of the shares of each class in issue following the implementation of the tender offer for up to 25 per cent. of the issued shares of each class of the Company


commenced on 27 April 2016 (the "Tender Offer") on the basis of the acceptances that the Company has received under the Tender Offer excluding in each case shares held in treasury). The authority expires on the date falling fifteen months after the date of passing of Resolution 10 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.

As at the latest practicable date prior to the date of publication of this document, the Company held 5,264,836 shares in treasury which represents approximately 10.56 per cent. of the Company's issued shares (excluding treasury shares) at that time. The treasury shares in the Company consist of 371,139 Euro shares, 1,508,057 US Dollar shares and 3,385,640 Sterling shares.

The Directors have no present intention to exercise the authority conferred by Resolution 10.

Special Resolutions

Resolution 11: As part of the Company's discount management arrangements, the Directors are seeking to renew the authority to purchase the Company's shares in the market up to 385,819 Euro shares, 1,710,897 US Dollar shares and 3,513,805 Sterling shares respectively (equivalent to 11.25 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 and 15.01 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the Tender Offer, excluding in each case shares held in treasury) from time to time either for cancellation or to hold as treasury shares for future resale or transfer.

Purchases will only be made in the market at prices below the prevailing net asset value per share in the Company of the relevant class in circumstances in which the Directors believe such purchases will result in an increase in the net asset value per share of the remaining shares (or of a particular class) or as a means of addressing any imbalance between the supply of, and demand for, the shares (or of a particular class).

Resolution 12: Resolution 12 disapplies the pre-emption rights contained in the Articles so that the Board has authority to allot and issue (or sell from treasury) shares for cash on a non-preemptive basis in respect of 257,212 Euro shares, 1,140,598 US Dollar shares and 2,342,537 Sterling shares in the Company respectively (equivalent to 7.5 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 and 10.01 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the Tender Offer, excluding in each case shares held in treasury). The disapplication expires on the date falling fifteen months after the date of passing of Resolution 12 or the conclusion of the next annual general meeting of the Company, whichever is the earlier and permits the Board to allot and issue shares (or sell shares from treasury) after expiry of the disapplication if it has agreed to do so beforehand. Shares issued (or sold from treasury) pursuant to the disapplication would not be issued at a price that is less than the prevailing net asset value per share of the relevant class.

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The resolution to approve disapplication of pre-emption rights is set at 10.01 per cent. of each class of shares assuming full take-up of the Tender Offer. As the issue of shares (or sale from treasury) by the Company on a non-pre-emptive basis is subject to the additional qualification that the relevant shares must be issued for a price at least equal to the prevailing net asset value for the relevant class of shares, the Board believes that the existing authority to issue new shares equal to 10.01 per cent. of the existing shares in issue of each class following the Tender Offer (excluding shares held in treasury) is appropriate.

Resolution 13: Shareholders are being asked to approve certain amendments to the Articles, including to take account of the changes to the Companies Law made by The Companies (Guernsey) Law, 2008 (Amendment) Ordinance, 2015 (the "Ordinance").

The amendments are as follows.

  • To include reference to legislation implementing the OECD's Common Reporting Standard as well as FATCA in the definition of "Relevant Law" contained in the Articles, in order to clarify that the Company can request, and disclose, information from Shareholders in order to comply with any such legislation and to make deductions from dividends or other amounts payable to Shareholders as may be required under that legislation.
  • To remove the requirement contained in the Articles that the Directors must obtain authority to allot the Company's unissued shares at least once every five years, as the Ordinance removes the corresponding requirement from the Companies Law for companies with more than one share class. The pre-emption rights contained in the Articles regarding the issue of new Shares will, however, remain unchanged.
  • To provide that, where a director is interested in a transaction or potential transaction with the Company, he or she must disclose the nature and extent of his or her interest in that transaction but not its monetary value, in light of the changes to the Companies Law made by the Ordinance which reflect that it is not always possible to quantify the monetary value of an interest in a transaction.
  • To update the notice provisions in the Articles to provide that notices to Shareholders are deemed served 24 hours after posting, in light of the relaxation and simplification of the deemed service provisions introduced by the Ordinance.
  • To clarify the provisions of the Articles relating to the electronic service of notices and other documents to and from the Company and to permit the Company to serve notices, documents and other information by means of posting on the Company's website, unless individual shareholders request service by hard copy documentation. The Company does not, however, have any immediate intention of changing its current practice that only Shareholders who specifically ask for service of documents in electronic form or by posting on the Company's website will receive them in those formats, rather than in hard copy.
  • To make other limited administrative and typographical changes to the Articles, including those that are consequential on the changes described above.

The full terms of the proposed amendments to the Articles are available from the date of this circular to the date of the Annual General Meeting at the offices of Freshfields Bruckhaus

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Deringer LLP, 65 Fleet Street London EC4Y 1HS and will be available at the place of the Annual General Meeting for at least 15 minutes before and during the meeting.

Action to be taken

Form(s) of Proxy

You will find accompanying this document the Form(s) of Proxy for use at the Annual General Meeting. Whether or not you intend to attend the Annual General Meeting, you are urged to complete and return the Form(s) of Proxy as soon as possible. To be valid, the Form(s) of Proxy must be completed in accordance with the instructions printed on it and lodged with Computershare Investor Services (Guernsey) Ltd, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 1.30 p.m. on 22 June 2016 (or such later time as the Directors may determine). The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Ltd, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by fax to +44(0)870 703 6322 or by email to [email protected]. If you own more than one class of shares, you will need to complete and return a Form of Proxy for the Annual General Meeting in respect of each class of shares that you own.

The lodging of the Form(s) of Proxy will not prevent you from attending the Annual General Meeting and voting in person if you so wish. If you have any queries relating to the completion of the Form(s) of Proxy, please contact the Company's administrator, Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL at the following number +44(0)1481 745 001. Northern Trust International Fund Administration Services (Guernsey) Limited can only provide information regarding the completion of the Form(s) of Proxy and cannot provide you with investment or tax advice.

Investors owning US dollar shares through an account on Nasdaq Dubai who wish to attend the Annual General Meeting or to exercise the voting rights attached to interests in the US Dollar shares held by them through an account on Nasdaq Dubai at the Annual General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Annual General Meeting, after which they will receive an attendance ticket and proxy card.

A quorum consisting of two Shareholders entitled to vote and attending in person or by proxy (or, in the case of a corporation, by a duly appointed representative) is required for the Annual General Meeting.

Resolutions 1 to 10 are proposed as ordinary resolutions, which require a simple majority of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a simple majority of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.

Resolutions 11 to 13 are proposed as special resolutions, which require not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than 75 per cent. of the total voting rights cast on the relevant resolution

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(excluding any votes that are withheld) to be in favour.

Recommendations

The Board considers that the proposals and subjects of the Resolutions are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders, as the Director who own shares in the Company intends to do so in respect of his own beneficial holding, to vote in favour of the Resolutions. You are requested to complete and return the accompanying Form(s) of Proxy without delay, whether or not you intend to attend the Annual General Meeting.

Yours faithfully

Ian Plenderleith

Chairman


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PART II

DEFINITIONS

"Annual General Meeting" means the annual general meeting of the Company convened for 1.30 p.m. on 24 June 2016 (or any adjournment thereof), notice of which is set out at the end of this document;

"Articles" means the articles of incorporation of the Company in force from time to time;

"Auditors" means the statutory auditor of the Company from time to time (currently KPMG Channel Islands Limited);

"Board" or "Directors" (each a "Director") means the board of directors of the Company from time to time;

"Companies Law" means the Companies (Guernsey) Law, 2008 (as amended);

"Company" means BH Macro Limited;

"Form of Proxy" means the form of proxy for use at the Annual General Meeting;

"Listing Rules" means the Listing Rules of the UK Listing Authority;

"Nasdaq Dubai" means Nasdaq Dubai Limited;

"Resolutions" (each a "Resolution") means the resolutions to be proposed at the Annual General Meeting and contained in the notice of the Annual General Meeting;

"Shareholders" (each a "Shareholder") means the shareholders of the Company from time to time; and

"Tender Offer" means the tender offer for up to 25 per cent. of the issued shares of each class of the Company commenced on 27 April 2016.


BH MACRO LIMITED
(Company No. 46235)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the ninth Annual General Meeting of BH Macro Limited (the "Company") will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands on 24 June 2016 at 1.30 p.m. to consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions and special resolutions as set out below:

ORDINARY RESOLUTIONS

To be proposed as ordinary resolutions:

  1. That the Annual Audited Financial Statements of the Company for the period ended 31 December 2015, 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 Huw Evans be re-elected as a Director.
  6. That Colin Maltby be re-elected as a Director.
  7. That Claire Whittet be re-elected as a Director.
  8. That John Le Poidevin be elected as a Director.
  9. That the Directors' Remuneration Report contained in the Annual Audited Financial Statements of the Company for the period ended 31 December 2015 be approved.

  10. That the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 857,033 shares designated as Euro shares, 3,800,472 shares designated as US Dollar shares and 7,805,333 shares designated as Sterling shares respectively (being 24.99 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 and 33.34 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the tender offer for up to 25 per cent. of the issued shares of each class of the Company commenced on 27 April 2016 (the "Tender Offer") (excluding in each case shares held in treasury)) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 10 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.

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SPECIAL RESOLUTIONS

To be proposed as special resolutions:

  1. 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 385,819 shares designated as Euro shares, 1,710,897 shares designated as US Dollar shares and 3,513,805 shares designated as Sterling shares (being 11.25 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 and 15.01 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the Tender Offer (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 Euro shares, one cent for shares designated as US Dollar shares and one 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 general meeting of the Company in 2017 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.

  1. That, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 257,212 shares designated as Euro shares, 1,140,598 shares designated as US Dollar shares and 2,342,537 shares designated as Sterling shares (being 7.5 per cent. of the shares in issue of each class as at the latest practicable date prior to the date of this notice and 10.01 per cent. of the shares of each class in issue following the implementation of the Tender Offer on the basis of the acceptances that the Company has received under the Tender Offer (excluding in each case 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 12 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 12 has expired.

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  1. That the amendments to the articles of incorporation of the Company described in the Company's circular to shareholders dated 23 May 2016 and produced to the Meeting be and are hereby approved and adopted.

By order of the Board

Registered Office

PO Box 255

Trafalgar Court, Les Banques

St Peter Port, Guernsey, GY1 3QL

Channel Islands

Dated 23 May 2016

Notes:

  1. To have the right to attend and vote at the meeting you must hold shares in the Company and your name must be entered on the share register of the Company in accordance with note 4 below.

  2. Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. Where multiple proxies have been appointed to exercise rights attached to different shares, on a show of hands those proxy holders taken together will collectively have the same number of votes as the Shareholder who appointed them would have on a show of hands if he were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies.

  3. To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by Computershare Investor Services (Guernsey) Ltd, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 1.30 p.m. on 22 June 2016. A Form of Proxy accompanies this notice. Completion and return of the Form(s) of Proxy will not preclude members from attending and voting at the meeting should they wish to do so.

  4. The time by which a person must be entered on the register of members in order to have the right to attend and vote at the meeting is 1.30 p.m. on 22 June 2016. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. In calculating such 48 hours period, no account shall be taken of any part of a day that is not a business day in London and Guernsey. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.

  5. On a poll each Shareholder will be entitled to one vote per Euro share held, 0.7606 votes per US Dollar share held and 1.471 votes per Sterling share held. As at the latest practicable date prior to the date of this notice, the Company's issued share capital (excluding shares held in treasury) consisted of 3,429,505 Euro shares, 15,207,974 US Dollar shares and 31,233,829 Sterling shares. Therefore, the total voting rights in the Company as at the latest practicable date prior to the date of this notice are 60,941,652.

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  1. Investors owning US Dollar shares through an account on Nasdaq Dubai who wish to attend the Annual General Meeting or to exercise the voting rights attached to interests in the US Dollar shares held by them through an account on Nasdaq Dubai at the Annual General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Annual General Meeting, after which they will receive an attendance ticket and proxy card.

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