Hiper Global Ltd. — AGM Information 2021

Mar 15, 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Shares, please send this document and the accompanying documents (but not any accompanying Form(s) of Proxy) to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred only part of your holding of Shares, you should retain this document and the accompanying Form of Proxy and consult the bank, stockbroker or agent through whom the sale was effected. If you have recently purchased or been transferred Shares and, notwithstanding the instructions above, receive the Form(s) of Proxy from the transferor of such Shares, you should contact Computershare Investor Services (Guernsey) Limited, the Company's Registrar to obtain a replacement Form(s) of Proxy, as applicable.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulatory Authority, is acting as sponsor to the Company. Investec is acting exclusively for the Company and is not advising any other person or treating any other person as its client in relation to the Proposal or the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Proposal or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Investec may have under FSMA or the regulatory regime established thereunder. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of this document or any other statement made or purported to be made by it or on its behalf in connection with the Company or the Proposal. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for statutory liability), whether arising in tort, contract or otherwise, which it might otherwise have in respect of the contents of this document or any other statement made or purported to be made by it or on its behalf in connection with the Company or the Proposal.

BH GLOBAL LIMITED

(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 48555)

Proposed amendments to the Management Agreement

and planned tender offer

and

Notice of Extraordinary General Meeting

Notice of the Extraordinary General Meeting of the Company to be held at 3.30 p.m. on 25 March 2021 at 7 New Street, St Peter Port, Guernsey GY1 2PF is set out at the end of this document. If the existing restrictions on travel to the Bailiwick of Guernsey and public gatherings introduced by the States of Guernsey to address the COVID-19 pandemic remain in place at the relevant time, physical attendance at the Extraordinary General Meeting will not be possible. Accordingly, the Company urges Shareholders to vote by proxy and to appoint the chairman of the meeting as their proxy. If a Shareholder appoints someone else as their proxy, that proxy may not be able to attend the Extraordinary General Meeting in person nor cast the Shareholder's vote. The vote on the resolution contained in the notice of the Extraordinary General Meeting will be held by poll, so that all proxy votes are counted.

Shareholders are requested to return the Form(s) of Proxy accompanying this document for use at the Extraordinary 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) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 3.30 p.m. on 23 March 2021. The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Limited, either by fax at +44(0)870 703 6322 or by email at externalproxyqueries@computershare.co.uk. If you own more than one class of Shares, you will need to complete and return a Form of Proxy for the Extraordinary General Meeting in respect of each class of Shares that you own.

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document. Your attention is also drawn to the section entitled "The Extraordinary General Meeting and Action to be Taken" in the Letter from the Chairman in Part 1 of this document. Certain terms used in this document are defined in Part 3 of this document.

TABLE OF CONTENTS

		Page
PART 1	CHAIRMAN'S LETTER	3
PART 2	ADDITIONAL INFORMATION	7
PART 3	DEFINITIONS	8
PART 4	NOTICE OF EXTRAORDINARY GENERAL MEETING	10

CHAIRMAN'S LETTER

BH GLOBAL LIMITED

(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 48555)

Sir Michael Bunbury (Chairman) PO Box 255 Julia Chapman Trafalgar Court Sally-Ann Farnon Les Banques Graham Harrison St Peter Port Andreas Tautscher Guernsey

Directors: Registered Office: GY1 3QL Channel Islands

12 March 2021

Dear Shareholder

PROPOSED AMENDMENTS TO THE MANAGEMENT AGREEMENT AND PLANNED TENDER OFFER

1. INTRODUCTION AND BACKGROUND

On 22 January 2021, the Company received a letter from the Manager (the "BH Letter") proposing an increase in the Manager's fees for managing your Company and requesting that the Board should take certain steps by 17 February 2021, failing which the Manager advised that it would be serving notice to terminate the Management Agreement. The Company forthwith released the entire text of the BH Letter by way of an announcement on 22 January 2021.

Following receipt of the BH Letter, the Board has considered the position with the Company's professional advisers and has sought to continue discussions with the Manager about the management fee which were in train prior to the receipt of the BH Letter. The Board has also listened to Shareholder feedback, and the Directors are grateful for the views that have been shared with them by a number of the Company's Shareholders.

The Board has made, in good faith, various proposals regarding alternative fee arrangements to the Manager and the Manager has been unwilling to adopt any Board-proposed alternative to the fee structure set out in the BH Letter. Consequently, the Board has decided that Shareholders, as a whole, should determine whether the new fee arrangements should be put in place. At the same time, the Board is conscious that some Shareholders may not want to remain invested in the Company if the new fee arrangements are implemented. Accordingly, the Board intends to facilitate an exit for such Shareholders by means of a tender offer prior to any change in the management fee taking effect. The Board is therefore convening an Extraordinary General Meeting to allow Shareholders to vote on this proposal as a whole (the "Proposal").

Full details of the proposed changes to the Management Agreement (the "MA Amendments") and of the planned tender offer are set out in paragraphs 2 and 3 below respectively.

2. MA AMENDMENTS

The Current Management Fee

Pursuant to the Management Agreement, the Manager currently receives the following fees from the Company in respect of its services to the Company:

^l a fee equal to 1/12 of 1.0 per cent per month of the "Reference Net Asset Value" of each class of Shares (before deduction of that month's management fee and before making any deduction for any accrued Performance Fees). The "Reference Net Asset Value" is defined as the lower of:

• (A) the Net Asset Value for the relevant class of Shares; and
• (B) the "Base NAV" for that class of Shares, being the Net Asset Value for that class of Shares as at 3 October 2016, adjusted for any increases or decreases in the Net Asset Value arising from issues, repurchases, redemptions, cancellations or conversions between currency classes of Shares,

(the "Current Management Fee"); and

^l a performance fee (the "Performance Fee") calculated by reference to the increase (if any) in the Net Asset Value per Share of each class of Shares since the end of the Calculation Period in respect of which a Performance Fee was last earned. The Performance Fee in respect of each class of Shares is equal to (A) 20 per cent of the extent to which (if any) the Net Asset Value per Share of the relevant class of Shares as at the final Brevan Howard Multi-Strategy Master Fund NAV Calculation Date in that Calculation Period (adjusted for any increases or decreases in the Net Asset Value arising from issues, repurchases, redemptions, cancellations or conversions between currency classes of Shares) exceeds the "Base Net Asset Value per Share" of the relevant class of Shares multiplied by (B) the number of Shares of such class in issue on the final date of such Calculation Period and calculated before deduction of the Performance Fee in respect of that Calculation Period. The "Base Net Asset Value per Share" is the greater of (a) the Net Asset Value per Share of the relevant class as at 31 December 2016 and (b) the highest Net Asset Value per Share of the relevant class of Shares achieved as at the final Brevan Howard Multi-Strategy Master Fund NAV Calculation Date as at the end of any Calculation Period after the Calculation Period ending on 31 December 2016.

These fee arrangements were agreed with the Manager in the Management Agreement that was entered into on 4 July 2017. For the avoidance of doubt, the Company is invested in a share class in the Master Fund to which no management or performance fees are charged to the Company by the Manager nor any affiliate of the Manager.

In respect of the Current Management Fee, the Base NAV calculation does not take into account an increase in the Net Asset Value of a class of Shares by reason of an increase in the value of the Master Fund through positive performance alone. This means that, in effect, the Company paid the Manager a management fee equivalent to:

• (A) 0.82 per cent. of Net Asset Value in the financial year ended 31 December 2020 in respect of the US Dollar Share class; and
• (B) 0.88 per cent. of Net Asset Value in the financial year ended 31 December 2020 in respect of the Sterling Share class.

The New Management Fee

In respect of the Current Management Fee, the Manager is proposing to:

• (A) increase the applicable percentage rate from 1.0 per cent. to 2.0 per cent.; and
• (B) apply the increased rate to the Net Asset Value of the relevant class of Shares, removing the concepts of Reference Net Asset Value and Base NAV from the calculation.

Accordingly, the new management fee would be equal to 1/12 of 2.0 per cent. per month of the Net Asset Value for the relevant class of Shares (the "New Management Fee"). The New Management Fee would apply from 1 July 2021 by which time it is expected that the proposed tender offer shall have been completed.

The New Management Fee would equate to more than double the Current Management Fee payable in respect of the financial year ended 31 December 2020.

No changes have been proposed by the Manager to the Performance Fee.

The Manager is a related party of the Company for the purposes of the Listing Rules. While the MA Amendments only constitute a smaller related party transaction between the Company and the Manager for the purposes of the Listing Rules, Shareholders will be asked to vote on the Proposal as it constitutes a related party transaction with the Manager and the Board believes it appropriate in the circumstances for Shareholders to have the opportunity to opine on the MA Amendments as part of the Proposal. The changes to the management fee contemplated by the MA Amendments will therefore only take effect if Shareholders approve the Proposal at the Extraordinary General Meeting.

3. PLANNED TENDER OFFER

As noted above, the Board believes it appropriate as part of the Proposal to provide an exit opportunity for those Shareholders who do not wish to remain invested in the Company in the event that the MA Amendments are implemented. The provisions of the Management Agreement do not prevent the Board considering, and implementing, a return of capital to Shareholders should it wish to do so following the EGM. However, any return of capital would be subject to the provisions of the Management Agreement; in particular, if the Net Asset Value of either class of the Company's Shares were to be reduced by a return of capital, the Company would be required to pay to the Manager an amount equal to 2 per cent. of the amount by which the Net Asset Value of that class is reduced (save to the extent that the Annual Buyback Allowance in respect of that Share class was being utilised for the relevant calendar year).

The Board has however reached agreement with the Manager that, provided that a return of capital as part of the Proposal is effected by way of a tender offer limited to no greater than 40 per cent. of each Share class, and that the pricing of such tender offer represents the prevailing Net Asset Value per Share less 2 per cent. plus the associated costs of the tender, the Manager will waive its right under the Management Agreement to receive 2 per cent. of the amount by which the Net Asset Value of either class is reduced in excess of the Annual Buyback Allowance; and that such sum will instead accrue to the benefit of the Company's continuing Shareholders.

Accordingly, the Board intends to undertake a tender offer to Shareholders, pursuant to Listing Rule 12.4.2R, on these terms in the weeks following the EGM if the Proposal is approved. The precise form in which the exit will be effected will be determined by the Board following the EGM, with a further shareholder circular to be published, if required.

4. THE EXTRAORDINARY GENERAL MEETING AND ACTION TO BE TAKEN

The Company has entered into the Amendment Agreement with the Manager reflecting the New Management Fee detailed in paragraph 2 above and the Manager's agreement regarding the planned tender offer details in paragraph 3 above. No other changes are being made to the Management Agreement pursuant to the Amendment Agreement.

The implementation of the Proposal requires the approval of Shareholders at the Extraordinary General Meeting. Notice of the Extraordinary General Meeting is set out in Part 4 of this document. The Extraordinary General Meeting has been convened for 25 March 2021 at 3.30 p.m.

At the Extraordinary General Meeting, Shareholders will be asked to consider and, if thought fit, pass an ordinary resolution to approve the Proposal. The majority required for the passing of the Resolution to be proposed at the Extraordinary General Meeting is a simple majority of the voting rights cast (in person or by proxy) on that Resolution at the Extraordinary General Meeting.

If the Proposal were not to be approved by Shareholders at the Extraordinary General Meeting, no amendments would be made to the Management Agreement, including the current fee arrangements, and no tender offer would be undertaken by the Company. The Manager has indicated that, if the Proposal were not to be approved by Shareholders, it would serve 12 months' notice to terminate the Management Agreement with the Company. In such circumstances, management and performance fees would be payable by the Company on the current basis up until the date of termination, but no additional fees would be payable. During such notice period, the Board would consider the options for the future of the Company, including whether it would be in the best interests of Shareholders to appoint a new investment manager or, alternatively, to wind-up or reconstruct the Company. The Board would seek Shareholder feedback in reaching its conclusions having regard for, inter alia, the likely size of any ongoing vehicle and the potentially material costs involved in a reconstruction. On termination of the Management Agreement, the Company's interests in the Master Fund would be redeemed at their prevailing value.

You will find accompanying this document a Form(s) of Proxy for use at the Extraordinary General Meeting. In light of the restrictions imposed by the States of Guernsey in response to the Covid-19 pandemic, the Company urges you to vote by proxy at the Extraordinary General Meeting and to appoint the chairman of the meeting as your proxy. 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) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 3.30 p.m. on 23 March 2021 (or such later time as the Directors may determine). The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by fax to +44(0)870 703 6322 or by email to externalproxyqueries@computershare.co.uk. If you own more than one class of Shares, you will need to complete and return a Form of Proxy for the Extraordinary General Meeting in respect of each class of Shares that you own.

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.

If Guernsey's existing restrictions to address the COVID-19 pandemic remain in place at the relevant time, physical attendance at the Extraordinary General Meeting will not be possible. Accordingly, attendance at the Extraordinary General Meeting is expected to be limited to the minimum necessary quorum of two Shareholders entitled to vote and attending in person or by proxy. All votes on the resolutions contained in the Notice of Extraordinary General Meeting will be held by poll, so that all proxy votes will be counted.

Neither the Manager nor any of its associates (as such term is defined in the Listing Rules) own any Shares in the Company. The Manager will not vote on the Resolution and has taken all reasonable steps to ensure that none of its associates (as such term is defined in the Listing Rules) will vote on the relevant resolution.

In addition, Alan Howard, who is the co-founder of Brevan Howard and indirect majority owner of the Manager, has agreed to procure that any Shares in which he has a beneficial interest will not be voted on the Resolution.

5. RECOMMENDATION

The Board believes it important to submit the Proposal to a Shareholder vote. In the Board's opinion, the Proposal is in the best interests of the Company's Shareholders as a whole, and it recommends that Shareholders vote in favour of the Resolution. The Board has considered the Proposal in the round and, in particular, has had regard for the events leading up to the publication of this document. On that basis, the Board, which has been so advised by Investec in its role as sponsor to the Company, considers that the Proposal is fair and reasonable as far as the Shareholders are concerned. In providing its advice, Investec has taken into account the Board's commercial assessment of the effects of the Proposal.

The Board strongly encourages Shareholders to vote at the EGM. You are requested to complete and return the enclosed Form(s) of Proxy without delay. Shareholders in any doubt as to the action they should take should consult an appropriately qualified independent adviser, authorised under the Financial Services and Markets Act 2000, without delay.

Yours faithfully

Sir Michael Bunbury Chairman

ADDITIONAL INFORMATION

1. NO SIGNIFICANT CHANGE IN FINANCIAL POSITION

There has been no significant change in the financial position of the Company since 30 June 2020, the date of the Company's last published interim financial statements.

2. MAJOR SHAREHOLDERS

Insofar as is known to the Company, the following persons are, directly or indirectly, interested in 5 per cent. or more of each class of the issued Share capital of the Company:

	Total Shares held	% holding in class
US Dollar Shares
Wealth Nominees Limited	1,155,609	40.09
Euroclear Nominees Limited	623,420	21.63
BH Global Limited (Treasury)	216,388	7.51
Sterling Shares
Cheviot Capital (Nominees) Limited	2,576,072	11.94
Rathbone Nominees Limited	2,202,439	10.21
Smith & Williamson Nominees Limited	1,486,710	6.89

3. CONSENT

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulatory Authority, has given and not withdrawn its written consent to the issue of this document with its letter and with the references to its name in the form and context in which they are included.

4. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period from and including the date of this document until the conclusion of the Extraordinary General Meeting at the Company's registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL:

• ^l the articles of incorporation of the Company;
• ^l the Amendment Agreement and the Management Agreement; and
• l this document.

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

Amendment Agreement	the amendment agreement dated 12 March 2021 between the Company and the Manager pursuant to which the MA Amendments will be effected, conditional upon the approval of Shareholders at the EGM
Annual Buyback Allowance	for each class of Shares, a number of Shares of that class equal to five per cent. of the number of Shares of that class in issue, disregarding any Shares held in treasury, as at 31 December in the immediately preceding calendar year
Articles	the articles of incorporation of the Company, as amended from time to time
Base NAV	as defined in paragraph 2 of Part 1 of this document
BH Letter	the letter dated 22 January 2021 from the Manager to the Company, the full text of which was set out in the Company's announcement via RNS on 22 January 2021
Brevan Howard Multi-Strategy Master Fund NAV Calculation Date	each month-end valuation date for the Master Fund
Business Day	a day which is not a Saturday, a Sunday, Christmas Day or Good Friday or a day appointed as a public holiday in Guernsey
Calculation Period	each period of 12 months ending on 31 December in each year or, if relevant, the period from the end of the previous Calculation Period to the date of termination of the Management Agreement
Current Management Fee	the current management fee payable to the Manager pursuant to the Management Agreement, as summarised in paragraph 2 of Part 1 of this document
Directors or Board	the board of directors of the Company
Extraordinary General Meeting or EGM	the extraordinary general meeting of the Company convened for 25 March 2021, commencing at 3.30 p.m., notice of which is set out in Part 4 of this document, or any adjournment thereof
Form(s) of Proxy	the form(s) of proxy for use by Shareholders at the EGM, which accompanies this document
FSMA	the Financial Services and Markets Act 2000 (as amended)
Investec	Investec Bank plc
MA Amendments	the proposed amendments to the Management Agreement as summarised in paragraph 2 of Part 1 of this document
Management Agreement	the amended and restated management agreement dated 4 July 2017 between the Company and the Manager, as amended on 19 June 2020
Manager	Brevan Howard Capital Management LP
Master Fund	Brevan Howard Multi-Strategy Master Fund Limited
Net Asset Value	the net asset value of the Company or a class of Shares, as the case may be, determined as described in the Articles
New Management Fee	as defined in paragraph 2 of Part 1 of this document
Performance Fee	as defined in paragraph 2 of Part 1 of this document

Proposal	the proposal to approve the MA Amendments and for the Board to facilitate an exit for Shareholders if the Resolution is passed at the EGM
Reference Net Asset Value	as defined in paragraph 2 of Part 1 of this document
Resolution	the resolution to be proposed for approval by Shareholders at the EGM, as set out in the Notice of Extraordinary General Meeting in Part 4 of this document
Share	a share of no par value in the capital of the Company, either denominated in US dollars or Sterling
Shareholder	a holder of Shares

NOTICE OF EXTRAORDINARY GENERAL MEETING

BH GLOBAL LIMITED

(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 48555)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting of BH Global Limited will be held at 7 New Street, St Peter Port, Guernsey GY1 2PF on 25 March 2021 at 3.30 p.m. to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

That the Proposal (as defined in the circular to Shareholders of the Company dated 12 March 2021) be and is hereby approved.

By order of the Board

Northern Trust International Fund Administration Services (Guernsey) Limited

Company Secretary

12 March 2021

Notes:

• 1 A Shareholder entitled to attend and to speak and vote at the meeting is entitled to appoint one or more proxies to speak and vote instead of them. A proxy need not be a Shareholder of the Company. Subject to any restrictions in place at the time of the Extraordinary General Meeting, completion and return of the Form of Proxy will not preclude Shareholders from attending or voting at the meeting, if they so wish.
• 2 More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different Shares.
• 3 To be valid the Form of Proxy, together with the power of attorney or other authority, if any, under which it is executed (or a notarially certified copy of such power of authority) must be deposited with the registrar, Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not less than 48 hours before the time for holding the meeting. A Form of Proxy is enclosed with this notice.
• 4 All persons recorded on the register of members as holding Shares as at close of business on 23 March 2021 shall be entitled to attend and vote (either in person or by proxy) at the meeting.
• 5 The quorum for the Extraordinary General Meeting is two members present in person or by proxy. If the meeting is not quorate, it will be adjourned for five Business Days at the same place and time, whereupon such member or members who shall attend in person or by proxy at any such adjourned meeting shall form the quorum.
• 6 Where there are joint registered holders of any Shares such persons shall not have the right of voting individually in respect of such Shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such elections, the person whose name stands first on the register of Shareholders shall alone be entitled to vote.
• 7 Any corporation which is a Shareholder may by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at this meeting. Any person so authorised shall be entitled to exercise on behalf of the corporation which he or she represents the same powers (other than to appoint a proxy) as the corporation could exercise if it were an individual Shareholder of the Company.
• 8 On a poll, each Shareholder will be entitled to one vote per US Dollar Share held and 1.97950 votes per Sterling Share held. As at the date of this notice, the Company's issued share capital (excluding shares held in treasury) consisted of 2,650,071 US Dollar Shares and 20,450,375 Sterling Shares. Therefore, the total voting rights in the Company as at the date of this notice is 43,131,588.
• 9 The majority required for the passing of the Resolution is more than fifty per cent. (50%) of the total number of voting rights cast in favour of the Resolution.
• 10 Capitalised terms used in this Notice of Extraordinary General Meeting but not defined shall bear the same meanings as set out in the circular to Shareholders of the Company dated 12 March 2021.

Linkway Financial Printers Typeset & Printed in London (UK) 17290