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 the Company for the period ended 31
December 2016, together with the Reports of the Directors and the
Auditors thereon, be received and considered. |
3,931,180 |
218 |
0 |
2. |
That KPMG Channel
Islands Limited be re-appointed as Auditors until the conclusion of
the next annual general meeting. |
3,931,180 |
218 |
0 |
3. |
That the Board of Directors be
authorised to determine the remuneration of the Auditors. |
3,931,180 |
218 |
0 |
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 Director. |
3,863,107 |
60,956 |
7,335 |
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 contained in the Annual Audited Financial Statements of the
Company for the period ended 31 December 2016 be approved. |
3,931,180 |
218 |
0 |
9. |
That the Directors be generally and
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. |
3,931,180 |
218 |
0 |
|
Special
Resolutions |
For |
Against |
Vote
Withheld |
10. |
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 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. |
3,931,398 |
0 |
0 |
11. |
That, in accordance with Article 6.4
of the 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. |
3,931,180 |
218 |
0 |
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