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Hiper Global Ltd. AGM Information 2013

Jun 12, 2013

6835_dva_2013-06-12_2072ab5e-099c-4e1d-94b4-6ea5f8d43f94.pdf

AGM Information

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BH GLOBAL LIMITED

(a closed-ended investment company incorporated in Guernsey with registration number 48555) ("the Company")

12 JUNE 2013

RESULT OF ANNUAL GENERAL MEETING ("AGM")

The Board of BH Global Limited is pleased to announce that at the AGM held on 10 June 2013, all thirteen resolutions as set out in the Notice dated 8 May 2013 were duly passed by way of a show of hands.

The proxy votes received on each resolution proposed at the annual general meeting were as follows. A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

Ordinary Resolutions For Against Vote
Withheld
1. That the Annual Audited Financial Statements of the
Company for the period ended 31 December 2012, together
with the Reports of the Directors and the Auditors thereon,
be received and considered.
41,256,855 0 0
2. That KPMG Channel Islands Limited be
re-appointed as
Auditors until the conclusion of the next annual general
meeting.
31,400,396 0 9,856,459
3. That the Board of Directors be authorised to determine the
remuneration of the Auditors.
41,256,855 0 0
4. That Sir Michael Bunbury be
elected as a Director.
41,255,424 1,429 0
5. That John Hallam be re-elected as a Director. 39,707,649 1,549,204 0
6. That Graham Harrison be re-elected as a Director. 41,255,424 1,429 0
7. That Talmai Morgan be re-elected as a Director. 39,585,392 1,671,461 0
8. That Nicholas Moss be re-elected as a Director. 41,255,424 1,429 0
9. That Stephen Stonberg be re-elected as a Director. 39,546,208 1,710,645 0
10. That the Directors' Remuneration Report contained in the
Annual Audited Financial Statements of the Company for the
period ended 31 December 2012 be approved.
41,255,424 1,429 0
11. That
the
Directors
be
generally
and
unconditionally
authorised to allot and issue, grant rights to subscribe for, or
to convert securities into, up to 630,839 shares designated as
Euro shares, 4,017,385 shares designated as US Dollar
41,256,855 0 0
shares and 12,584,660 shares designated as Sterling shares
respectively (being 33.33 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 (excluding shares
held in 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 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.
Special Resolutions For Against Vote
Withheld
12. 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
41,256,419 436 0
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.
13. 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.
39,748,265 1,508,591 0

In accordance with Listing Rule 9.6.3, a copy of the Result of AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM

Enquiries:

Northern Trust International Fund Administration Services (Guernsey) Limited

The Company Secretary Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL

Tel: 01481 745001

Fax: 01481 745051

END