BH Macro Limited Result of Annual General Meeting
June 23 2017 - 8:48AM
UK Regulatory
TIDMBHMG TIDMBHME TIDMBHMU
BH Macro Limited (the "Company")
(a closed-ended collective investment scheme established as a company with
limited liability under the laws of Guernsey with registered number 46235)
RESULT OF ANNUAL GENERAL MEETING ("AGM")
23 JUNE 2017
The Board of BH Macro Limited is pleased to announce that at the AGM held on 23
June 2017, all eleven resolutions as set out in the Notice dated 23 May 2017
were duly passed by way of a show of hands.
The proxy votes received on each resolution proposed at the AGM 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 3,931,180 218 0
the Company for the period ended 31 December
2016, together with the Reports of the Directors
and the Auditors thereon, be received and
considered.
2. That KPMG Channel Islands Limited be 3,931,180 218 0
re-appointed as Auditors until the conclusion of
the next annual general meeting.
3. That the Board of Directors be authorised to 3,931,180 218 0
determine the remuneration of the Auditors.
4. That Huw Evans be re-elected as a Director. 3,931,398 0 0
5. That John Le Poidevin be re-elected as a 3,863,107 60,956 7,335
Director.
6. That Colin Maltby be re-elected as a Director. 3,931,398 0 0
7. That Claire Whittet be re-elected as a Director. 3,708,492 215,571 7,335
8. That the Directors' Remuneration Report 3,931,180 218 0
contained in the Annual Audited Financial
Statements of the Company for the period ended
31 December 2016 be approved.
9. That the Directors be generally and 3,931,180 218 0
unconditionally authorised to allot and issue,
grant rights to subscribe for, or to convert
securities into, up to 990,034 shares designated
as US Dollar shares and 4,395,593 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 in each
case shares held in treasury)) for the period
expiring on the date falling fifteen months
after the date of passing of this Resolution 9
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
10. That the Company be and is hereby generally and 3,931,398 0 0
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 445,263 shares
designated as US Dollar shares and 1,976,896
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 in each case shares held in
treasury));
b. the minimum price (exclusive of expenses)
which may be paid for a share shall be one cent
for shares designated as US Dollar shares and
one 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 2018 unless such authority is varied,
revoked or renewed prior to such date by a
special resolution of the Company in general
meeting.
11. That, in accordance with Article 6.4 of the 3,931,180 218 0
Articles, the Directors be empowered to allot
and issue (or sell from treasury 297,040 shares
designated as US Dollar shares and 1,318,810
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 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 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 11 has expired.
The Board would also like to confirm that as previously set out in the Notice
of AGM, Ian Plenderleith retired as Director at the AGM.
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
Company website: www.bhmacro.com
Northern Trust International Fund Administration Services (Guernsey) Limited
Sharon Williams
Tel: +44 (0) 1481 745001
END
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