GLOBAL MASTERS FUND LIMITED — Proxy Solicitation & Information Statement 2008

Dec 22, 2008

NOTICE OF GENERAL MEETING

GLOBAL MASTERS FUND LIMITED

ACN 109 047 618

Date: Wednesday 4 February 2009 Time: 11.00am Location: Union University & Schools Club 25 Bent Street Sydney NSW

1 Loch Maree Avenue Thornleigh NSW 2120 Australia Tel + 61 1300 552 660 Fax + 61 9484 8785 www.globalmastersfund.com.au

NOTICE IS HEREBY GIVEN that a General

Meeting of Global Masters Fund Limited will be held at the Union University & Schools Club, 25 Bent Street, Sydney NSW, on 4 February 2009 at 11.00am to conduct the following business:

Resolution – Wind up of Company

To consider and, if thought fit, pass the following resolution as a special resolution:

“That the Company be wound up”

By Order of the Board

DETERMINATION OF MEMBERSHIP AND VOTING ENTITLEMENT FOR THE PURPOSE OF THE MEETING

For the purpose of determining entitlement to vote at the meeting in accordance with Corporations Act Regulation 7.11.37, an entity or person will be recognised as a shareholder if that entity or person is registered as a shareholder at close of business on 7:00pm, 1 February 2009 (“Entitlement Time”).

All registered holders of ordinary shares in the Company as at the Entitlement Time are entitled to attend and vote at the meeting.

PROXIES

A member, entitled to attend and vote at the meeting pursuant to the Company’s Constitution, is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each must be appointed to represent a specific proportion of the member’s voting rights. If such appointment is not made, then each proxy may exercise half the member’s voting rights.

A proxy need not be a member of the Company.

Brian Jones

Company Secretary 24 December 2008

Any instrument of proxy deposited or without the proxy’s name filled in shall be deemed to be given in favour of the Chairman of the meeting.

The instrument appointing a proxy, and any power of attorney or an office copy of a notarised copy thereof under which an attorney for a member appoints a proxy, shall be lodged with Link Market Services Ltd, Locked Bag A14,

Sydney South, New South Wales, 1235 or received by fax on (02) 9287 0309 not less than 48 hours before the time of the meeting or adjourned meeting.

The instrument appointing a proxy shall be in writing under the hand of the appointed or of his/her attorney or, if such appointor is a corporation, under the hand of its attorney or the hand of a person duly authorised by the corporation.

The proxy form accompanying this Notice of Meeting may be used.

NOTICE OF GENERAL MEETING

GLOBAL MASTERS FUND LIMITED

ACN 109 047 618

Date: Wednesday 4 February 2009 Time: 11.00am Location: Union University & Schools Club 25 Bent Street Sydney NSW

1 Loch Maree Avenue Thornleigh NSW 2120 Australia Tel + 61 1300 552 660 Fax + 61 9484 8785 www.globalmastersfund.com.au

EXPLANATORY NOTES

1. REASON FOR MEETING

him of it. The expiry of this agreement is now approaching and I am concerned that the Company may issue shares at a discount to net asset value thus diluting shareholder value.

This meeting has been requisitioned by a shareholder, National Exchange Pty Ltd, which holds at least 5 % of the votes that may be cast at a general meeting of Global Masters Fund Limited (“Company”). Mr David Tweed, acting on behalf of National Exchange Pty Ltd, wrote to the Company, on 5 December 2008, lodging a request pursuant to Section 249D of the Corporations Act for this meeting to be convened. The meeting is to be convened within 21 days, and is to be held within 2 months, after lodgment of a requisition.

2. STATEMENT BY REQUISITIONER

Pursuant to section 249P of the Corporations Act, a member may request the Company to give a statement to all members about the resolution which is proposed to be moved at the general meeting. National Exchange Pty Ltd provided a statement pursuant to section 249P with its requisition for the meeting, and this statement is reproduced below

Dr Pohl appears to control the Company by virtue of being the Managing Director of Hyperion Overseas Equity Fund (Hyperion). Hyperion owns in excess of 45% of the Company’s shares. Hyperion is substantially owned by individually managed accounts which we believe Dr Pohl directly or indirectly controls. Those investors may not even realize that their money is being used to support Dr Pohl’s long term interests.

On the surface it would appear that Dr Pohl obtains a benefit three ways from investors in connection with the Company. Firstly, Dr Pohl receives a directors’ fee from the Company. Secondly, Dr Pohl and his associates would charge a management fee to, and/or receive directors’ fees from, Hyperion. Thirdly, Dr Pohl and his associates would receive fees for managing the individually managed accounts.

“Statement pursuant to section 249P of the Corporation Act

In the Company’s prospectus dated 23 September 2005 it was prominently stated that “each year, the Company will arrange an off-market offer to buy back Shares… at a price representing Net Asset Value, less an administrative charge of 5% (that is, at a price equal to 95% of net asset value).

Finally, the Company has persistently traded at a large discount to new asset value.

For these reasons, we consider that it is in the best interests of shareholders that the Company be wound up and the underlying value realized and distributed to shareholders.”

Since the Company listed on the Australian Stock Exchange, no such buy back has occurred. While on-market buy backs have occurred, these have mostly or all been at prices lower that 95% of net asset value.

We, and probably many other shareholders, invested in the Company based on the protection provided by the promised buy back at 95% of net asset value.

As a separate matter, Dr Pohl, a director of the Company, signed an agreement with National Exchange Pty Ltd, controlled by David Tweed, that the Company would not issue any new shares for a period of 3 years. This agreement was never disclosed to the ASX. Nor had Dr Pohl disclosed this constraint to the Company’s Chairman which became apparent when I informed

3. STATEMENT BY BOARD

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT MEMBERS VOTE AGAINST THE RESOLUTION PUT FORWARD BY NATIONAL EXCHANGE PTY LTD.

The Board strongly believes that it is an inappropriate time to be contemplating a winding up of the Company. Members received a copy of the 2008 Annual Report of the Company in October. Regular updates of the Compay’s position including NTA calculations required by the ASX Listing Rules appear on the Company’s website. It is apparent from the Company’s lodgments that it has no issues as a going concern.

In his letter to investors which appeared in the 2008 annual report, the Chairman noted that the Company had been created

NOTICE OF GENERAL MEETING

GLOBAL MASTERS FUND LIMITED

ACN 109 047 618

Date: Wednesday 4 February 2009 Time: 11.00am Location: Union University & Schools Club 25 Bent Street Sydney NSW

1 Loch Maree Avenue Thornleigh NSW 2120 Australia Tel + 61 1300 552 660 Fax + 61 9484 8785 www.globalmastersfund.com.au

”as a means of enabling Australian based investors to invest smaller amounts in Berkshire Hathaway Inc.” While reviewing the current economic circumstances and market volatility, the Chairman affirmed that “the Board retains its confidence in Berkshire Hathaway’s ability to manage money on our behalf.” He concluded that “the Board is confident that this will prove a good long term investment”. The Board contends that these are the primary reasons why the resolution for a winding up is inappropriate at this time.

There are several assertions put forward in the statement by David Tweed on behalf of National Exchange Pty Ltd about which the Board takes issue, and feels compelled to comment on.

The first assertion is that “We, and probably many other shareholders, invested in the Company based on the protection provided by the promised buy back at 95% of net asset value.”

It is noted that the Company issued a prospectus in November 2005 to raise $20 million. Due to its activity as an LIC, the Company included an element in the Offer to arrange an offmarket buy back in each of the following 3 years, with the first buy back offer to commence in November 2006. The buy back price was set at Net Asset Value (“NAV”) less an administrative charge of 5%. The prospectus noted the requirement in the Corporations Act 2001 that a company may not buy back more than 10% of its capital in any 12 month period, and confirmed that 10% of the issued capital would be the maximum amount repurchased in a 12 month period. The Chairman’s letter included in the prospectus noted that “this innovation is introduced to give investors an additional measure of confidence in their investment.” The first of the projected 3 annual off-market buy backs was undertaken in December 2006. We have done another in December 2007 and the third one is about to take place – i.e. in December 2008. Corporations Act requirements, administered by ASIC, are always considered. The off-market buy backs have been equal access schemes and inside the “10/12” limit, i.e. not more than 10% & within 12 months. Although these buy backs have not required approval from shareholders, the Board has always sought the approvals at EGM’s usually held in March of each year.

The second assertion is that National Exchange Pty Ltd is “concerned that the Company may issue shares at a discount to net asset value thus diluting shareholder value.” It is noted that the Board has not issued any shares (other than when options were exercised up to 30 November 2007) and if it wanted to would have sought the consent of Mr Tweed. Although the agreement expires on 30 June 2009, the board has acted (and will continue to act) in the best interests of all shareholders at all times.

Thirdly, there are some assertions which appear to speculate on benefits ”Dr Pohl and his associates would receive for managing the individually managed accounts.” It is noted that the Remuneration Report in the 2008 Annual Report sets out details of all fees received by directors or their associates. Dr Pohl receives a director’s fee of $10,000 per annum. There are no other payments or agreements between the Company and Dr Pohl or Hyperion.

Finally, National Exchange Pty Ltd states that ”the Company has persistently traded at a large discount to new asset value”. The Board’s position, as noted above, is that it is confident that the assets held will prove to be a good long term investment, It follows from this that the Board considers it to be an inappropriate time to be contemplating a wind up of the Company and the board unanimously recommends that members vote against the resolution put forward by National Exchange Pty Ltd.

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: (02) 8280 7111 Facsimile: (02) 9287 0309 ASX Code: GFL Website: www.linkmarketservices.com.au

GLOBAL MASTERS FUND LIMITED

ACN 109 047 618

APPOINTMENT OF PROXY

If you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.

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I/We being a member(s) of GLOBAL MASTERS FUND LIMITED and entitled to attend and vote hereby appoint

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the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the General Meeting of the Company to be held at 11:00am on Wednesday, 4 February 2009, at the Union University & Schools Club, 25 Bent Street, Sydney NSW and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

B To direct your proxy how to vote on the resolution please insert in the appropriate box below.X

For Against Abstain Resolution* Wind up of Company

• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

C	SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

GFL PRX841