Hiper Global Ltd. — AGM Information 2013

Jun 11, 2013

BH GLOBAL LIMITED Guernsey Company Registration No: 48555 (the "Company")

CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE FIFTH 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 10 JUNE 2013 AT 1.30PM.

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 283,716 shares designated as Euro shares, 1,806,798 shares designated as US Dollar shares and 5,659,887 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 2014 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.

SPECIAL

MARKET ACQUISITIONS:

RESOLUTION –

………………………………………………………………. For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary 11 June 2013

BH GLOBAL LIMITED Guernsey Company Registration No: 48555 (the "Company")

CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE FIFTH 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 10 JUNE 2013 AT 1.30PM.

SPECIAL RESOLUTION – DIS-APPLICATION OF PRE-EMPTION RIGHTS:

IT WAS RESOLVED THAT, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 189,270 shares designated as Euro shares, 1,205,336 shares designated as US Dollar shares and 3,775,775 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 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 13 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 13 has expired.

……………………………………………………………. For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary 11 June 2013