BGHS Boussard & Gavaudan Holding Limited

Boussard & Gavaudan Holding Limited(the “Company”)

a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registration number 45582

Legal Entity Identifier: 5493002XNM3W9D6DF327

Publication of Circular regarding Rollover Option

Further to the shareholder circular published by the Company on 29 August 2023, the meetings of the Shareholders held on 28 September 2023 and the Company's subsequent entry into managed wind-down, the Board has today published a further circular (the "Circular"), which provides full details of the means by which eligible Shareholders may elect to roll over their investment into another vehicle managed by the Investment Manager, prior to the Company formally entering into liquidation (the "Rollover Option").

The Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular is also available on the Company's website at https://www.bgholdingltd.com/p/37/circular-2024.

Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Circular.

Shareholders should refer to the Circular for full details of the Rollover Option and Cash Exit, including the expected timetable of events.

Details of the Rollover Option

The Rollover Option is being made available only to Shareholders who are Eligible Shareholders on the Election Date.

Shareholders are being provided with the opportunity to elect to exchange all or part of their Shares (subject to a Minimum Subscription of €500,000) in the Company on a NAV for NAV basis for new shares in one or both of two sub-funds of BG Eire ICAV, the key terms of which are summarised in the Circular.

The prospectus for BG Eire ICAV and supplements for each of the Rollover Funds, together with an Election Form and Application Forms for use in connection with the Rollover Option, are available to Eligible Shareholders at https://www.bgholdingltd.com/p/37/circular-2024 or upon request to the Investment Manager.

Shareholders wishing to elect to take part in the Rollover Option should refer to the section entitled "Action to be Taken by Shareholders" at paragraph 10 of Part I of the Circular for instructions concerning the election process. The election period for the Rollover Option is expected to close for Eligible Shareholders at Close of Business on 22 August 2024.

Participation in the Rollover Option is subject to the Terms and Conditions set out in Part II of the Circular, the Election Form and the Application Forms.

Cash Exit

Shareholders who make no election will by default remain Shareholders and have all of their Shares redeemed for cash pursuant to the Cash Exit. Therefore, Shareholders who wish to receive cash pursuant to the Cash Exit in respect of their entire holding of Shares should not complete or return an Election Form or an Application Form or arrange for a TTE Instruction to be submitted.

If a Shareholder elects to participate in the Rollover Option in respect of only part of their Shares, they will receive cash pursuant to the Cash Exit in respect of the remainder of their Shares.

For further information please contact:

Boussard & Gavaudan Investment Management LLPEmmanuel Gavaudan   +44 20 3751 5389

JTC Fund Solutions (Guernsey) LimitedSecretary+44 (0) 1481 702400

25 June 2024

Website: www.bgholdingltd.com

The Company is established as a closed-ended investment company domiciled in Guernsey. The Company has received the necessary approval of the Guernsey Financial Services Commission and the States of Guernsey Policy Council. The Company is registered with the Dutch Authority for the Financial Markets as a collective investment scheme pursuant to article 2:73 in conjunction with 2:66 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). The shares of the Company (the "Shares") are listed on Euronext Amsterdam. The Shares are also listed on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange plc's main market for listed securities.

This is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Neither the Company nor BG Master Fund ICAV have been, and neither will be, registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition the securities referenced in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"). Consequently any such securities may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, US persons except in accordance with the Securities Act or an exemption therefrom and under circumstances which will not require the issuer of such securities to register under the Investment Company Act. No public offering of any securities will be made in the United States. You should always bear in mind that: all investment is subject to risk;

• results in the past are no guarantee of future results;
• the investment performance of BGHL may go down as well as up. You may not get back all of your original investment; and
• if you are in any doubt about the contents of this communication or if you consider making an investment decision, you are advised to seek expert financial advice.

This communication is for information purposes only and the information contained in this communication should not be relied upon as a substitute for financial or other professional advice.

Attachment

• BGHL - Circular - 25 June 2024

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