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Hiper Global Ltd. AGM Information 2012

Jun 29, 2012

6835_dva_2012-06-29_7ffbe2fa-da83-4c50-8cc0-7bdb824788c8.pdf

AGM Information

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BH GLOBAL LIMITED Guernsey Company Registration No: 48555

Subject Heading: (the "Company")
Page No.:
CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE FOURTH
ANNUAL GENERAL MEETING OF THE MEMBERS OF
THE
COMPANY HELD AT TRAFALGAR COURT, LES BANQUES, ST
PETER PORT, GUERNSEY GY1 3QL, CHANNEL ISLANDS ON
MONDAY 18 JUNE 2012 AT 2.30PM.
SPECIAL
RESOLUTION 1:
IT WAS RESOLVED 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 422,993
shares designated as Euro shares, 2,287,925 shares designated as US dollar
shares and 5,987,803 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 general meeting of
the Company in 2013 unless such authority is varied, revoked or renewed prior
to such date by a special resolution of the Company in general meeting.
وهلكه برماكس
.
For Northern Trust-International Fund Administration
Services (Guernsey) Limited
As Secretary
29 June 2012
Date

BH GLOBAL LIMITED Guernsey Company Registration No: 48555

оченьсу сошрану кедынанон гол тоэээ
(the "Company")
Subject Heading: Page No.:
CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE FOURTH
ANNUAL GENERAL MEETING OF THE MEMBERS OF THE
COMPANY HELD AT TRAFALGAR COURT, LES BANQUES, ST
PETER PORT, GUERNSEY GY1 3QL, CHANNEL ISLANDS ON
MONDAY 18 JUNE 2012 AT 2.30PM.
SPECIAL
RESOLUTION 2:
IT WAS RESOLVED THAT, in accordance with Article 6.4 of the current
Articles and, conditional on the passing of Resolution 14, in accordance with
Article 6.4 of the amended Articles, the Directors be empowered to allot and
issue (or sell from treasury) 282,183 shares designated as Euro shares,
1,526,301 shares designated as US dollar shares and 3,994,532 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 current Articles or
Article 6.1 of the amended Articles (as the case may be) 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 or the
conclusion of the next annual general meeting of the Company, whichever is the
earlier.
For Northern Trust-International Fund Administration
Services (Guernsey) Limited
As Secretary
29 June 2012
Date

BH GLOBAL LIMITED Guernsey Company Registration No: 48555

Guernsey Company Registration No. 40000
(the "Company")
Subject Heading: Page No.:
CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE FOURTH
ANNUAL GENERAL MEETING OF THE MEMBERS OF THE
COMPANY HELD AT TRAFALGAR COURT, LES BANQUES, ST
PETER PORT, GUERNSEY GY1 3QL, CHANNEL ISLANDS ON
MONDAY 18 JUNE 2012 AT 2.30PM.
SPECIAL
RESOLUTION 3:
IT WAS RESOLVED THAT, conditional on approval of this resolution being
obtained at the Class Meetings of each of the Euro, US dollar and Sterling
classes of the Company's shares being held for that purpose, the Memorandum
and Articles of the Company are amended in the terms set out in Part III of the
notice of the Annual General Meeting and Class Meetings of the Company
dated 16 May 2012 and set out in the amended Memorandum and Articles of the
Company tabled by the Chairman at the Annual General Meeting and Class
Meetings and signed by the Chairman for the purposes of identification.
For Northern Trust-International Fund Administration
Services (Guernsey) Limited
As Secretary
$29$ June $2012$
Date