Boussard & Gavaudan Notice Of Agm

 
TIDMBGHS 
 
   BOUSSARD & GAVAUDAN HOLDING LIMITED 
 
   Registration Number: 45582 
 
   (the "Company") 
 
   NOTICE OF ANNUAL GENERAL MEETING 
 
   NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of 
the Company will be held at Ground Floor, Dorey Court, Admiral Park, St. 
Peter Port, Guernsey, Channel Islands at 9.45 a.m. on Friday, 28 June, 
2019 for the purpose of considering and, if thought fit, passing the 
following resolutions: 
 
 
 
 
Ordinary Business - Ordinary Resolutions 
1.  THAT the annual report and audited financial statements for 
     the year ended 31 December 2018 be approved. 
2.  THAT Ernst & Young LLP be re-appointed as auditor of the 
     Company, to hold such office until the next annual general 
     meeting, and THAT the directors be authorised to agree the 
     auditor's remuneration. 
3.  THAT Ms Sylvie Sauton who, being eligible and having offered 
     herself for re-election, be re-appointed as a director of 
     the Company 
4.  THAT the remuneration of the directors be approved to remain 
     at the current levels. 
Special Business -- Special Resolution 
5.  THAT, in replacement for all previous authorities, the Company 
     be generally and, subject as hereinafter appears, unconditionally 
     authorised, in accordance with section 315 (1)(a) of the 
     Companies (Guernsey) Law, 2008, as amended (the "2008 Law"), 
     to make market acquisitions (within the meaning of section 
     316 of the 2008 Law) of shares ("Shares") in the capital 
     of the Company, and to cancel such Shares or hold such Shares 
     as treasury shares, provided that: 
     a) the maximum number of Shares hereby authorised to be purchased 
     shall be up to an aggregate of the lesser of (a) 2,308,972 
     Euro Shares and 42,313 Sterling Shares or (b) such number 
     as shall represent 8% per cent. of each class of Shares in 
     issue (excluding Shares held in treasury), rounded down to 
     the nearest whole number, on the date on which this resolution 
     is passed; 
     b) the maximum price which may be paid for a Share shall 
     be the higher of (a) an amount equal to 105.00 per cent. 
     of the average of the closing quotation for a Share of the 
     relevant class taken from and calculated by reference to 
     (i) in the case of the Sterling Shares, the London Stock 
     Exchange plc's Daily Official List or (ii) in the case of 
     the Euro Shares, Euronext Amsterdam, as the case may be, 
     for the five Business Days immediately preceding the day 
     on which the Shares are purchased and (b) the higher of the 
     price of the last independent trade and highest current independent 
     bid on the relevant market when the purchase is carried out, 
     provided that the Company shall not be authorised to acquire 
     Shares at a price above the estimated prevailing net asset 
     value of the relevant class of Share on the date of purchase; 
     c) the minimum price which may be paid for a Share shall 
     be EUR0.01 or GBP0.01, as the case may be; and 
     d) unless previously varied, revoked or renewed, the authority 
     hereby conferred shall expire on the earlier of 30 September 
     2020 or the date of the next annual general meeting of the 
     Company, save that the Company may, prior to such expiry, 
     enter into a contract to purchase Shares under such authority, 
     and may make a purchase of Shares pursuant to any such contract 
     notwithstanding such expiry. 
 
 
 
 
 
 
BY ORDER OF THE BOARD                  Registered Office 
 
Yours faithfully                       Ground Floor 
For and on behalf of                   Dorey Court 
JTC Fund Solutions (Guernsey) Limited  Admiral Park 
                                       St Peter Port 
                                       Guernsey 
as Secretary of                        GY1 2HT 
BOUSSARD & GAVAUDAN HOLDING LIMITED 
 
Guernsey, 10 May 2019 
 
 
   Notes:- 
 
 
   1. All persons recorded on the register of members as holding shares in the 
      Company as at 9.45 a.m. on Wednesday, 26 June 2019 or, if the AGM is 
      adjourned, as at 48 hours before the time of the adjourned AGM, shall be 
      entitled to attend and vote (either in person or by proxy) at the AGM and 
      shall be entitled on a poll to one vote per share held. 
 
   2. A member of the Company entitled to attend and vote at the AGM is 
      entitled to appoint one or more proxies to exercise all of any of his 
      rights to attend and to speak and vote at the AGM instead of him. A proxy 
      need not be a member of the Company. 
 
   3. A member may appoint more than one proxy in relation to a meeting, 
      provided that each proxy is appointed to exercise the rights attached to 
      a different share or shares held by him. 
 
   4. For the convenience of members who may be unable to attend the AGM, a 
      Form of Proxy is enclosed with this document. To be valid, the Form of 
      Proxy must reach the third party registrar -- Anson Registrars Limited, 
      Anson House, Havilland Street, St Peter Port, Guernsey, GY1 2QE, Channel 
      Islands not later than 48 hours before the time appointed for the AGM (or 
      any adjourned AGM). Any power of attorney or other authority under which 
      the form of proxy is signed must be sent with the form of proxy. 
 
   5. The completion and return of a proxy will not prevent a member from 
      attending and voting at the AGM. 
 
   6. If, within half an hour from the appointed time for the AGM, a quorum is 
      not present, then the meeting will be adjourned to Friday, 5 July, 2019 
      at the same time and place.  This Notice shall be deemed to constitute 
      due notice of any such adjourned AGM. 
 
   7. None of the directors has a contract of service with the Company 
 
   8.      Holders of shares with the following ISINs have the right to attend, 
      speak and vote at the AGM: 
 
          1. Euro Shares -- GG00B1FQG453 
 
          2. Sterling Shares-- GG00B39VMM07 
 
 
 
   Attachment 
 
 
   -- 2019 AGM Notice 
      https://ml-eu.globenewswire.com/Resource/Download/6b310fd8-b935-4e8f-94a4-cdb9f1fc07db 
 
 
 
 
 

(END) Dow Jones Newswires

May 23, 2019 12:00 ET (16:00 GMT)

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