Notice of EGM

BOUSSARD & GAVAUDAN HOLDING LIMITED (a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registration number 45582, authorised as an authorised closed-ended investment scheme by the Guernsey Financial Services Commission and registered with the Dutch Authority for the Financial Markets) (the "Company") The Company is today posting a circular to Shareholders (the "Circular") in connection with an extraordinary general meeting to be held on 26 June 2009 at 10.30 a.m. (the "EGM"). The business of the EGM will be to seek approval by ordinary resolution for an amendment to the performance fee calculation in the management agreement between the Company's investment manager, Boussard & Gavaudan Asset Management, LP (the "Manager"), and the Company (the "Amendment") and for an amendment to the Company's investment policy (together with the Amendment, the "Proposals"). The purpose of the Proposals is to introduce upper and lower bands for the Company's investment in funds managed by the Manager and to include the effect of hedging the Sterling shares of the Company (the "Sterling Shares") for the purposes of calculating the performance fee payable by the holders of Sterling Shares. Further details of the Proposals are set out in the Circular. A copy of the Circular will shortly be available for public inspection at the Document Viewing Facility, Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS. Copies of the Circular will also be available from the Company's Dutch paying agent, Kempen & Co. N.V., Beethovenstraat 300, 1077 WZ Amsterdam, P.O. Box 75666, 1070 AR Amsterdam, The Netherlands during normal business hours on any business day (Saturday and public holiday excepted). A Notice of the EGM is set out below. NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE is hereby given that an extraordinary general meeting of the Company will be held at Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1 2JA on 26 June 2009 at 10.30 a.m. to consider and, if thought fit, to pass the following resolutions, which will be proposed as an ordinary resolutions: ORDINARY RESOLUTIONS 1. THAT the proposed amendment to the Management Agreement (as summarised in the circular to Shareholders dated 4 June 2009, a copy of which has been produced at the meeting and initialled by the Chairman of the meeting for the purposes of identification only (the "Circular")), is hereby acknowledged and approved and that the Directors be and are hereby authorised to take all such steps as may be necessary or desirable to complete the amendment to the Management Agreement on the same material terms as described in the Circular. 2. THAT the existing investment policy of the Company be and is hereby replaced with the following: "Investment policy The Company will seek to achieve its investment objective by investing the proceeds of any fund raising, net of any amounts retained to be used for working capital requirements, into Sark Fund, which is a feeder fund of Sark Master Fund and by utilising its borrowing powers to make leveraged investments into private equity situations. The gross investment exposure of the Company at any time may represent a maximum of 200 per cent. of Net Asset Value at the time of investment. The Company will invest in a separate class of Euro denominated shares of the Sark Fund which will not be subject to management fees and performance fees at the Sark Fund level, as the Investment Manager will receive management fees and performance fees in respect of its role as Investment Manager of the Company. Therefore, the Company will benefit from exposure to the multiple strategies offered by the Sark Fund but with no multiple layering of fees. Over time, a proportion of the net assets of the Company may, at the discretion of the Investment Manager, be invested in other hedge funds and/or other financial assets within the limits set out under the heading "Asset allocation" below and subject to the limit on the leverage set out under the heading "Gearing" below, provided that, where such hedge funds are managed by the Investment Manager, the Company will invest through a share class which will not be subject to management or performance fees at the level of the underlying hedge fund. The Investment Manager may also use the Company's borrowing facilities to enable it to make private equity investments at its discretion within the limits set out under the heading "Asset allocation" below. The Investment Manager's ability to use borrowings for such purposes is subject to the limit on leverage set out under the heading "Gearing" below. Such investments may include the acquisition of minority or majority interests in unlisted companies or listed companies ("Direct Investments"). The Investment Manager may also make private equity investments through investing in funds that have a private equity investment focus ("Indirect Private Equity Investments"). With the possible application of leverage and when taken with the returns achieved from the Sark Fund, non-Sark Fund investments as described above are intended to allow the Company to achieve its target annualised return. The Company's investments in non-Sark Fund assets are expected to consist of investment opportunities that are identified by the Investment Manager in connection with its and its affiliates' current activities but which are not pursued by the Sark Master Fund due to risk profiles or liquidity profiles inconsistent with those of the Sark Fund and the Sark Master Fund. The Company intends to hedge substantially all of the currency exposure in respect of each of its investments. Gearing As described above, the Company intends to make use of its borrowing facilities to allow it to have an investment exposure of up to 200 per cent. of Net Asset Value at the point of investment. The Company has power under its Articles of Incorporation to borrow up to an amount equal to 100 per cent. of its Net Asset Value as at the time of borrowing. It is intended that leverage will be used by the Company for the purposes of (i) managing day to day cash flow, i.e. for meeting expenses of the Company and for funding repurchases of Shares and (ii) leveraging investments made by the Company. The Company may make use of borrowing facilities in order to leverage its investments, including its investment in the Sark Fund or in other hedge funds managed by the Investment Manager (hereafter, "Manager Funds"), provided that the Company complies with the exposure limitations set out under the heading "Asset allocation" below. Asset allocation Investments in Manager Funds Substantially all of the net assets of the Company are currently invested in the Sark Fund and it is anticipated that a significant proportion of the Company's net assets will remain invested in the Sark Fund. Over time, no less than 90 per cent. of the Net Asset Value and no more than 110 per cent. of the Net Asset Value will be invested in Manager Funds, with at least 80 per cent. of the Net Asset Value invested in the Sark Fund. Investments in assets other than Manager Funds In relation to those investments in assets other than Manager Funds, the Directors have determined that such investments shall not exceed certain limits: Direct Investments The aggregate value of Direct Investments may not exceed an amount equal to 50 per cent. of the Net Asset Value at the time of making any such investment. Indirect Private Equity Investments The aggregate value of Indirect Private Equity Investments may not exceed an amount equal to 25 per cent. of the Net Asset Value at the time of making any such investment. In addition, the Company will not make any single private equity investment representing in excess of an amount equal to 10 per cent. of its Net Asset Value as at the time that investment is made. Private equity investments made in linked transactions will be aggregated for the purposes of this calculation. Hedge fund investments (other than Manager Funds) The Directors have also determined that the Company's investments in hedge funds (other than Manager Funds) when aggregated may not exceed an amount equal to 25 per cent. of the Net Asset Value at the time of making any such investment." Diversification The Company's investment policy will be diversified by exposure to the investment strategies of Sark Master Fund through the Company's investment in Sark Fund and through the other leveraged investments made by the Investment Manager as described above. General The Company will comply with certain investment restrictions for so long as they remain requirements of the UK Listing Authority. The Directors do not currently intend to propose any material changes to the Company's investment policy, save in the case of exceptional or unforeseen circumstances. As required by the Listing Rules, any material change to the investment policy of the Company will be made only with the approval of shareholders." Definitions used in this Notice shall have the same meaning as used in the prospectus of the Company dated 30 June 2008 unless otherwise stated. By order of the Board Registered Office Close Fund Services Limited Trafalgar Court Secretary Admiral Park, St Peter Port Dated 4 June 2009 Guernsey GY1 2JA Notes: (1) A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. (2) The Company, pursuant to regulation 41 of the Uncertificated Securities Regulation 2001, specifies that only members registered in the register of members of the Company at 5 p.m. on 24 June 2009 shall be entitled to attend or vote at the aforesaid general meeting in respect of the number of shares registered in their name at that time or in the event that the meeting is adjourned, in the register of members at close of business two days before the time of any adjourned meeting. Changes to entries on the register of members after such time or, in the event that the meeting is adjourned, to entries in the register of members after close of business two days before the time of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting. (3) In the event that a form of proxy is returned without an indication as to how the proxy shall vote on the resolutions, the proxy will exercise his discretion as to whether, and if so how, he votes. (4) Members who hold their shares via Euroclear and who wish to attend or to exercise the voting rights attached to their shares at the meeting should inform their admitted institution via Kempen in writing at least five full days before the meeting, after which they will receive an attendance ticket and proxy card. (5) Copies of the form of proxy are available free of charge in The Netherlands from the Company's Dutch paying agent, Kempen & Co. N.V., Beethovenstraat 300, 1077 WZ Amsterdam, P.O. Box 75666, 1070 AR Amsterdam, The Netherlands, tel: +31 20 348 95 54, during normal business hours on any business day (Saturday and public holiday excepted) until the conclusion of the EGM and also from the Company's registrar, Close Fund Services Limited, Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1 2JA. This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.