Boussard & Gavaudan : Publication of Circular regarding Rollover Option

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor authorised under the UK Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your Class A Euro Shares ("Euro Shares") or Class A Sterling Shares ("Sterling Shares") in Boussard & Gavaudan Holding Limited (the "Company"), please send this Circular, but not any of the Election Form, Application Forms, BG Eire ICAV's prospectus dated 30 April 2024 (the "BGEI Prospectus") or the supplements to the BGEI Prospectus dated 6 June 2024 (the "Rollover Fund Supplements"), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. Such documents should not be distributed, forwarded or transmitted in or into Canada, Australia, South Africa, Japan, France, Italy or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. Accordingly, none of the Election Form, Application Forms, the BGEI Prospectus, the Rollover Fund Supplements, or any advertisement, or any other offering material, may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. If you have sold or transferred only part of your holding of Euro Shares or Sterling Shares please consult the bank, stockbroker or other agent through which the sale or transfer was effected.

The Rollover Fund Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, into or within the United States, or to or for the benefit of U.S. persons (as defined in Regulation S under the Securities Act) ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Additionally, the Rollover Funds are not, and do not intend to be, registered as an investment company under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and Shareholders are not, and will not be, entitled to the benefits of the Investment Company Act. No issuance, offer, purchase, sale or transfer of the Rollover Fund Shares may be made except in a manner which would not require the Rollover Funds to register under the Investment Company Act. There has been and will be no public offer of the Rollover Fund Shares in the United States.

The Rollover Option described in this Circular is being made available only (i) outside the United States to persons who are not US Persons and (ii) to persons who are both "accredited investors" as defined in Regulation D under the Securities Act ("AIs") and also "qualified purchasers" as defined in the Investment Company Act ("QPs") and who have signed a US Person Application Form containing representations relating to US regulatory and other requirements.

This Circular is for information purposes only and is accordingly not an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction. Any decision to participate in the Rollover Option should only be taken on the basis of the information contained in the BGEI Prospectus and the relevant Rollover Fund Supplement(s).

BOUSSARD & GAVAUDAN HOLDING LIMITED

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with

registered number 45582)

ROLLOVER OPTION

The election period for the Rollover Option will close at Close of Business on 22 August 2024 (or such later date as may be determined by the Board and notified by RIS announcement). The Rollover Option will only be available to Shareholders who are Eligible Shareholders at Close of Business on 22 August 2024. Eligible Shareholders who wish to consider participating in the Rollover Option (as described in this Circular) should read the BGEI Prospectus and the relevant Rollover Fund Supplement(s) in full (each available at https://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager, together with the Election Form and Application Forms for use in connection with the Rollover Option).

Eligible Shareholders who hold Euro Shares via the book-entry system (girodepot) of the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.) trading as Euroclear Nederland ("Euroclear Nederland") who wish to participate in the Rollover Option should: (i) follow the procedure set out in paragraph 10 of Part I of this Circular, which can be found on pages 19 and 20, and should ensure that the delivery of their Shares via Euroclear Nederland to Euroclear Nederland's Agent settles no later than 5.45 p.m. (CEST) on 22 August 2024; (ii) complete and return the Election Form electronically to their bank or broker, for onward electronic transmission to Van Lanschot Kempen N.V., Beethovenstraat 300, Attn. Agency Services L11, 1077 WZ Amsterdam, PO Box 75666, 1070 AR, Amsterdam, the Netherlands (by e-mail to [e-mail] by fax to [phone] and by email to [e-mail])so as to be received by 5.45 p.m. (CEST) on 22 August 2024; and (iii) complete and return each applicable Application Form electronically (by email to [e-mail] by fax to [phone]) with the original documentation to follow by post to SS&C Financial Services (Ireland) Limited, 1st Floor, La Touche House, Custom House Dock, I.F.S.C., Dublin, Ireland to be received by 5.45 p.m. (CEST) on 22 August 2024.

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Eligible Shareholders who hold Shares in CRESTwho wish to participate in the Rollover Option should: (i) follow the procedure set out in paragraph 10 of Part I of this Circular, which can be found on pages 20 and 21, and should ensure that their TTE Instruction(s) are submitted by 5.00 p.m. (BST) on 22 August 2024; (ii) complete and return the Election Form electronically (by e-mail to [e-mail] by email to [e-mail])to be followed either by post or by hand to JTC Registrars Limited, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, Channel Islands, so as to be received before 5.00 p.m. (BST) on 22 August 2024 and; (iii) complete and return each applicable Application Form electronically (by email to [e-mail] by fax to [phone]) with the original documentation to follow by post to SS&C Financial Services (Ireland) Limited, 1st Floor, La Touche House, Custom House Dock, I.F.S.C., Dublin, Ireland to be received by 5.00 p.m. (BST) on 22 August 2024.

Eligible Shareholders who hold their Shares in certificated form(that is, not in CREST and not via Euroclear Nederland) who wish to participate in the Rollover Option should: (i) complete and return the Election Form together with their share certificate(s) electronically (by e-mail to [e-mail]) to be followed either by post or by hand to JTC Registrars Limited, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, Channel Islands, so as to be received before 5.00 p.m. (BST) on 22 August 2024; and (ii) complete and return each applicable Application Form electronically (by email to [e-mail] by fax to [phone]) with the original documentation to follow by post to SS&C Financial Services (Ireland) Limited, 1st Floor, La Touche House, Custom House Dock, I.F.S.C., Dublin, Ireland to be received by 5.00 p.m. (BST) on 22 August 2024.

IF YOU DO NOT WISH TO PARTICIPATE IN THE ROLLOVER OPTION OR ARE INELIGIBLE TO DO SO, DO NOT COMPLETE OR RETURN AN ELECTION FORM, DO NOT SUBMIT A TTE INSTRUCTION, AND DO NOT COMPLETE AN APPLICATION FORM. SHAREHOLDERS WHO DO NOT ELECT TO OR ARE NOT ELIGIBLE TO PARTICIPATE IN THE ROLLOVER OPTION SHALL INSTEAD RECEIVE CASH PURSUANT TO THE CASH EXIT.

THIS CIRCULAR IS NOT TO BE REGARDED AS HAVING BEEN AUTHORISED OR ISSUED BY THE INVESTMENT MANAGER, BOUSSARD & GAVAUDAN INVESTMENT MANAGEMENT LLP.

The Company is authorised by the Guernsey Financial Services Commission (the "Commission") as an authorised closed- ended investment scheme under Section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended (the "POI Law") and the Authorised Closed-Ended Investment Schemes Rules and Guidance, 2021 made thereunder.

This Circular should be read as a whole. Your attention is also drawn to the section entitled "Action to be Taken by Shareholders" on pages 19 to 22 of this Circular.

Notice to any US investors

Any Eligible Shareholders who are US Persons (or any person acting for the account or benefit of such Shareholder) receiving this document and wishing to receive the Rollover Fund Shares pursuant to the Rollover Option must execute a US Person Application Form containing representations relating to US regulatory and other requirements.

Neither the United States Securities and Exchange Commission (the "SEC"), nor any securities commission of any state or other jurisdiction of the United States, has approved or disapproved the Rollover Option, passed upon the fairness of the Rollover Option or passed upon the adequacy or accuracy of this Circular, the BGEI Prospectus or any other document prepared in connection with the Rollover Option. Any representation to the contrary is a criminal offence in the United States.

The enforcement by US investors of civil liabilities under the US securities laws may be affected adversely by the fact that the subject companies are located and organised in non-US jurisdictions, and that some or all of their officers and directors are residents of non-US jurisdictions. Any US investors may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. It also may be difficult to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

25 June 2024

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Executive Summary

• Shareholders are being provided with the opportunity to elect to exchange all or part of their Shares in the Company on a NAV for NAV basis for new shares in one or both of the following sub-funds of BG Eire ICAV (the "Rollover Option"):

1. a sub-fund of BGEI, the key terms of which are summarised on pages 14 and 15 of this Circular ("Sub-fund1"); and

• 1. a newly established sub-fund of BGEI, the key terms of which are summarised on pages 15 to 17 of this Circular ("Sub-fund2" and together with Sub-fund 1, the "Rollover Funds").
• All Shareholders are being asked to consider whether to elect to participate in the Rollover Option, if they are eligible to do so.
• By default, any Shareholder who is either ineligible to participate in the Rollover Option or who abstains from making an election will remain a Shareholder and shall have all or (to the extent not elected for the Rollover Option) part of their Shares compulsorily redeemed in full by the Company pursuant to the Company's managed wind-down, in consideration for a cash payment (the "Cash Exit").
• Any Shares that are not elected for the Rollover Option will remain freely tradeable until shortly before the redemption of such Shares pursuant to the Cash Exit.
• 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.
  Participating in the Rollover Option
• Eligible Shareholders seeking to participate in the Rollover Option are invited to read the terms of the BGEI Prospectus and the relevant Rollover Fund Supplement(s) in full. Any decision to participate in the Rollover Option should only be taken on the basis of the information contained in the BGEI Prospectus and the relevant Rollover Fund Supplement(s), which are available to Eligible Shareholders athttps://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager.
• The Board is not making any recommendation to Eligible Shareholders in relation to whether to participate in the Rollover Option. This is a matter entirely for each individual Eligible Shareholder to consider in light of their own circumstances, having taken appropriate independent advice.
• If you are in any doubt on the action you should take in relation to the Rollover Option, you are recommended to seek immediately your own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the UK Financial Services and Markets Act 2000 if in the United Kingdom (or otherwise regulated under the laws of your own country).
• Eligible Shareholders who hold Euro Shares via Euroclear Nederlandwho wish to participate in the Rollover Option should:
• 1. follow the procedure set out in paragraph 10 of Part I of this Circular, which can be found on pages 19 and 20, and should ensure that the delivery of their Shares via Euroclear Nederland to Euroclear Nederland's Agent settles no later than 5.45 p.m. (CEST) on 22 August 2024;

o complete and return the Election Form (available to Eligible Shareholders at https://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager) electronically to their bank or broker, for onward electronic transmission to Van Lanschot Kempen N.V., Beethovenstraat 300, Attn. Agency Services L11, 1077 WZ Amsterdam, PO Box 75666, 1070 AR, Amsterdam, the Netherlands (by e-mail to [e-mail] by fax to [phone] and by email to [e-mail]) to be received by 5.45 p.m. (CEST) on 22 August 2024; and

1. complete and return each applicable Application Form (available to Eligible Shareholders athttps://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager) electronically (by email to [e-mail] by fax to [phone]) with the original documentation to follow by post to SS&C Financial Services (Ireland) Limited, 1st Floor, La Touche House, Custom House Dock, I.F.S.C., Dublin, Ireland to be received by 5.45

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p.m. (CEST) on 22 August 2024.

• Eligible Shareholders who hold Shares in CRESTwho wish to participate in the Rollover Option should:

1. follow the procedure set out in paragraph 10 of Part I of this Circular, which can be found on pages 20 and 21, and should ensure that their TTE Instruction(s) are submitted by 5.00 p.m. (BST) on 22 August 2024;

o complete and return the Election Form (available to Eligible Shareholders at https://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager) electronically (by e-mail to [e-mail] by email to [e-mail]) to be followed either by post or by hand to JTC Registrars Limited, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, Channel Islands to be received by 5.00 p.m. (BST) on 22 August 2024; and

• 1. complete and return each applicable Application Form (available to Eligible Shareholders athttps://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager) electronically (by email to [e-mail] by fax to [phone]) with the original documentation to follow by post to SS&C Financial Services (Ireland) Limited, 1st Floor, La Touche House, Custom House Dock, I.F.S.C., Dublin, Ireland to be received by 5.00 p.m. (BST) on 22 August 2024.
• Eligible Shareholders who hold their Shares in certificated form(that is, not in CREST and not via Euroclear Nederland) who wish to participate in the Rollover Option should:
• 1. complete and return the Election Form (available to Eligible Shareholders athttps://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager) together with their share certificate(s) electronically (by e-mail to [e-mail]) to be followed either by post or by hand to JTC Registrars Limited, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, Channel Islands to be received by 5.00 p.m. (BST) on 22 August 2024; and

• 1. complete and return each applicable Application Form (available to Eligible Shareholders athttps://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager) electronically (by email to [e-mail] by fax to [phone]) with the original documentation to follow by post to SS&C Financial Services (Ireland) Limited, 1st Floor, La Touche House, Custom House Dock, I.F.S.C., Dublin, Ireland to be received by 5.00 p.m. (BST) on 22 August 2024.
• For each individual Eligible Shareholder electing to participate in the Rollover Option, implementation of the Rollover Option is conditional on the satisfaction of the Participation Conditions described in paragraph 3 of Part II of this Circular, including provision by such Shareholder of the requisite AML Documentation in respect of the Rollover Fund Shares to be subscribed for by such Shareholder pursuant to the Rollover Option.
• Each of the times and dates stated above may be extended or brought forward without further notice provided that, if any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by the Company through an RIS announcement. The Rollover Option may also be suspended or terminated in certain circumstances as set out in paragraph 5 in Part II of this Circular. All references are to London time unless otherwise stated.

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	CONTENTS
EXPECTED TIMETABLE	6
PART I - LETTER FROM THE CHAIR	7
1.	INTRODUCTION AND BACKGROUND	7
2.	ROLLOVER OPTION	10
3.	DETAILS OF BGEI, THE ROLLOVER FUNDS AND THE ROLLOVER FUND SHARES	13

4. MATTERS TO BE TAKEN INTO ACCOUNT WHEN CONSIDERING THE ROLLOVER OPTION 17

5.	CASH EXIT AND LIQUIDATION	17
6.	REGULATORY CONSIDERATIONS	18
7.	TAX	18
8.	COSTS ASSOCIATED WITH THE ROLLOVER OPTION AND CASH EXIT	19
9.	DOCUMENTS AVAILABLE FOR INSPECTION	19
10.	ACTION TO BE TAKEN BY SHAREHOLDERS	19
11.	RECOMMENDATION	21
PART II - TERMS AND CONDITIONS OF THE ROLLOVER OPTION	23
	GENERAL	23
	ELIGIBILITY TO PARTICIPATE IN THE ROLLOVER OPTION	24
	PARTICIPATION CONDITIONS	24
	ROLLOVER OPTION RESTRICTED FOR OVERSEAS SHAREHOLDERS	25
	TERMINATION OF THE ROLLOVER OPTION	25
	REPRESENTATIONS AND WARRANTIES	26
	ADDITIONAL PROVISIONS	28
	MISCELLANEOUS	29
APPENDIX I - TAXATION	30
DEFINITIONS	33

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EXPECTED TIMETABLE

Circular sent to Shareholders	25 June 2024
Latest time and date for receipt of Election Forms, TTE	Close of Business on 22 August 2024
Instructions and Application Forms for the Rollover
Option ("Election Date")*
Latest time and date for receipt of AML Documentation	Close of Business on 22 August 2024
for the Rollover Option ("Documentation Date")*
Acceptance or rejection of elections made by Electing	11.00 a.m. on 29 August 2024
Shareholders
Announcement of indicative redemption particulars in	18 October 2024
respect of the Cash Redemption Date
Final day of trading of Euro Shares on Euronext	25 October 2024
Amsterdam
Final day of trading of Sterling Shares	On or shortly before the Calculation
	Date
Record Date	Close of Business on 29 October 2024
Calculation Date	31 October 2024
Share Conversion pursuant to the Rollover Option	1 November 2024
("Conversion Date")**
Redemption of Rollover Shares pursuant to the Rollover	1 November 2024
Option ("Rollover Redemption Date")**
Redemption of Shares pursuant to the Cash Exit ("Cash	1 November 2024
Redemption Date")
Issue of Rollover Fund Shares pursuant to the Rollover	1 November 2024
Option ("Completion Date")**
Announcement of the capital decrease resulting from the	1 November 2024
redemption of Rollover Shares pursuant to the Rollover
Option and of Shares pursuant to the Cash Exit
Payment of redemption monies pursuant to the Cash	Within 14 Business Days of the Cash
Exit	Redemption Date, or as soon as
	practicable thereafter

Each of the times and dates in the above expected timetable may be extended or brought forward without further notice provided that, if any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by the Company through an RIS announcement. All references are to London time unless otherwise stated.

• Applicable only to Electing Shareholders. The expected dates allow time for completing and providing the relevant AML Documentation. However, the Directors have the discretion to provide for one or more Additional Documentation Dates to provide Electing Shareholders who have submitted the Election Form, the TTE Instruction (if relevant) and Application Form(s) by the Election Date but have missed the Documentation Date in respect of the AML Documentation further time to complete and provide the relevant AML Documentation. The Directors may provide for such further Additional Documentation Date(s) to be notified to Shareholders through an RIS announcement. Such Additional Documentation Date(s) will not impact the Election Date, the Documentation Date or the Calculation Date.
• Applicable only to Participating Shareholders.

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PART I - LETTER FROM THE CHAIR

BOUSSARD & GAVAUDAN HOLDING LIMITED

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey

	with registered number 45582)
Directors	Registered Office
Frédéric Hervouet (Chair)	Ground Floor
Luke Allen	Dorey Court
Sylvie Sauton	Admiral Park
Erich Bonnet	St Peter Port
	Guernsey GY1 2HT

ROLLOVER OPTION

25 June 2024

Dear Shareholder,

1. INTRODUCTION AND BACKGROUND

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 is pleased to publish this further circular (the "Circular"), which provides full details of the means by which Shareholders may elect to roll over their investment into another vehicle managed by the Investment Manager, prior to the Company formally entering into liquidation.

Shareholders are being provided with the opportunity to elect to exchange all or part of their Shares in the Company on a NAV for NAV basis for new shares in one or both of the following sub-funds of BG Eire ICAV (the "Rollover Option"):

• a sub-fund of BGEI, the key terms of which are summarised on pages 14 and 15 of this Circular ("Sub-fund1"); and
• a newly established sub-fund of BGEI, the key terms of which are summarised on pages 15 to 17 of this Circular ("Sub-fund2" and together with Sub-fund 1, the "Rollover Funds").

By default, any Shareholder who is either ineligible to participate in the Rollover Option or who abstains from making an election will remain a Shareholder and shall have all or (to the extent not elected for the Rollover Option) part of their Shares compulsorily redeemed in full by the Company pursuant to the Company's managed wind-down, in consideration for a cash payment (the "Cash Exit"). Any such Shares not elected for the Rollover Option will remain freely tradeable until shortly before the redemption of such Shares pursuant to the Cash Exit. The amount payable to each Shareholder pursuant to the Cash Exit will be calculated by reference to the NAV per Share as at the Calculation Date.

The Rollover Option is open to Shareholders who satisfy the eligibility requirements described in paragraph 2 of Part II of this Circular ("Eligible Shareholders") on the Election Date and is conditional on those Shareholders providing the requisite Anti-Money Laundering Documentation and valid Application Form(s) in respect of the new Rollover Fund Shares, as described in paragraph 3 of Part II of this Circular.

As part of the Rollover Option, the Company will transfer to each Rollover Fund a portion of its assets

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attributable to the Shareholders participating in the Rollover Option ("Participating Shareholders") in respect of that Rollover Fund. After completion of the Rollover Option, Participating Shareholders will cease to be Shareholders of the Company and will become shareholders of the relevant Rollover Fund(s) in respect of the Shares which they elect to participate in the Rollover Option.

SHAREHOLDERS ARE NOT OBLIGED TO PARTICIPATE IN THE ROLLOVER OPTION. SHAREHOLDERS WHO DO NOT WISH TO PARTICIPATE IN THE ROLLOVER OPTION, OR ARE INELIGIBLE TO DO SO, SHOULD NOT COMPLETE OR RETURN AN ELECTION FORM OR AN APPLICATION FORM OR ARRANGE FOR A TTE INSTRUCTION TO BE SUBMITTED AND WILL RECEIVE CASH PURSUANT TO THE CASH EXIT BY DEFAULT.

Description of Sub-fund 1

Sub-fund 1 was the initial sub-fund of BG Eire ICAV that was approved by the Central Bank in 2019.

BG Eire ICAV is an umbrella type Irish collective asset-management vehicle with variable capital and with segregated liability between sub-funds registered with and authorised by the Central Bank on 24 September 2019 as a Qualifying Investor Alternative Investment Fund with registration number C196708, pursuant to Part 2 of the Irish Collective Asset-Management Vehicles Act, 2015, as may be amended from time to time. BG Eire ICAV was incorporated on 20 August 2019. BG Eire ICAV is managed by Boussard & Gavaudan Investment Management LLP, which is the non-EU alternative investment fund manager and investment manager and distributor for BG Eire ICAV (the "Investment Manager").

The investment objective of Sub-fund 1 is to achieve an attractive return on capital consistent with principles designed to manage risk of capital loss.

Sub-fund 1 seeks to achieve its investment objective by investing substantially all of its assets, other than cash, short term cash equivalents, and currency hedges, into BG Fund, a sub-fund of BG Umbrella Fund plc (the "BG Fund"). BG Fund is a feeder fund of BG Master Fund ICAV ("BG Master Fund"), and therefore BG Master Fund is the underlying master fund of Sub-fund 1. The investment objective of BG Master Fund is to achieve an attractive return on capital consistent with principles designed to manage risk of capital loss.

Notwithstanding the foregoing, Sub-fund 1 may, at the discretion of the Investment Manager, invest a portion of its Net Asset Value in shares of Rasa Resorts, S.A.P.I. de C.V., which is a holding company structured as a private equity fund and dedicated to investing in land, hotels and high-end resort developments located outside of Ireland.

Sub-fund 1 offers monthly redemptions. As of 1 November 2024, no limit will apply to the amount of Sub-fund 1 Shares which a Sub-fund 1 Shareholder may request to redeem on any given Dealing Day.

The investment management fee and performance fee rates payable by Sub-fund 1 to the Investment Manager are 1.5 per cent. and 20 per cent. respectively.

Further details of Sub-fund 1 are set out in paragraph 3.3 of Part I of this Circular and in the Sub-fund 1 Supplement.

Although the shares in Sub-fund 1 are listed and admitted to trading on Euronext Dublin, it is not anticipated that any active secondary market will develop in such shares.

Description of Sub-fund 2

Sub-fund 2 is a newly established open-ended with limited liquidity sub-fund of BG Eire ICAV and was approved by the Central Bank on 6 June 2024.

The investment objective and policy of Sub-fund 2 is identical to that of Sub-fund 1, as described above. Sub-fund 2 offers monthly redemptions, subject to the following restrictions:

• an initial 12 calendar month Lock-up Period will apply in respect of the Sub-fund 2 Shares subscribed on each Subscription Date;
• following the initial Lock-up Period, each Sub-fund 2 Shareholder may request no more than a single redemption of their Relevant Sub-fund 2 Shares during any rolling 12 calendar month period; and
• each Sub-fund 2 Shareholder may request the redemption of no more than one-sixth (1/6) of their Relevant Sub-fund 2 Shares on each Redemption Dealing Day.

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The investment management fee and performance fee rates payable by Sub-fund 2 to the Investment Manager are set at lower rates (of 0.5 per cent. and 10 per cent. respectively) as compared to those applicable to Sub-fund 1.

Further details of Sub-fund 2 are set out in paragraph 3.4 of Part I of this Circular and in the Sub-fund 2 Supplement.

The Sub-fund 2 Shares will not be admitted to trading.

Rollover Option

A copy of the BGEI Prospectus, the Rollover Fund Supplements and the respective Application Forms to be completed by Eligible Shareholders to subscribe for shares in one or both of the Rollover Funds pursuant to the Rollover Option are available to Eligible Shareholders at https://www.bgholdingltd.com/p/37/circular-2024or upon request to the Investment Manager. Eligible Shareholders intending to participate in the Rollover Option are invited to read the terms of the BGEI Prospectus and the relevant Rollover Fund Supplement(s) in full. Any decision to participate in the

Rollover Option and to acquire Shares in a Rollover Fund should only be taken on the basis of the information contained in the BGEI Prospectus and the relevant Rollover Fund Supplement(s).

For each individual Eligible Shareholder electing to participate in the Rollover Option, implementation of the Rollover Option is conditional on the satisfaction of the Participation Conditions described in paragraph 3 of Part II of this Circular.

The Board is not making any recommendation to Shareholders in relation to whether to participate in the Rollover Option. This is a matter entirely for each individual Shareholder to consider in light of their own circumstances, having taken appropriate independent advice. If you are in any doubt on the action you should take in relation to the Rollover Option, you are recommended to seek immediately your own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the UK Financial Services and Markets Act 2000 if in the United Kingdom (or otherwise regulated under the laws of your own country).

The primary purpose of this Circular is as follows:

• to set out the terms and conditions of the Rollover Option and Cash Exit; and
• to inform Shareholders about how they can participate in the Rollover Option, if they are eligible and wish to do so.

The Rollover Option is only available to Eligible Shareholders on the Election Date. Eligibility requirements for the Rollover Option are set out in paragraph 2 of Part II of this Circular. In particular, Eligible Shareholders must participate in respect of Shares with a NAV of at least €500,000 (or an equivalent amount in any other currency) on the Election Date in aggregate across all classes of Shares, so as to make a minimum initial investment for shares in the relevant Rollover Fund of at least €500,000 (or an equivalent amount in any other currency) in aggregate across all classes of shares in the relevant Rollover Fund, in order to participate in the Rollover Option ("Minimum Subscription"). There is an exception to the Minimum Subscription requirement where the Eligible Shareholder is a Knowledgeable Employee (as defined later in this Circular). Eligible Shareholders who wish to elect to receive Rollover Fund Shares in both Sub-fund 1 and Sub-fund 2 should note that the Minimum Subscription will apply to each Rollover Fund separately.

In the following sections of this Chair's Letter, capitalised terms or expressions have the meaning given to them in the text of the Chair's Letter or otherwise as set out in the Definitions section of this Circular on page 33.

The Rollover Option will comprise the following steps:

• Shares held by Electing Shareholders in respect of which they have made an election to participate in the Rollover Option ("Elected Shares") will be held in escrow or blocked by such Shareholder's custodian bank until the earlier of: (i) the Completion Date; or (ii) the rejection of their election to participate in the Rollover Option due to the failure to qualify as Eligible Shareholders or failure to satisfy the Participation Conditions;
• Election Forms submitted by Electing Shareholders will be reviewed by JTC Registrars Limited (the "Registrar") and AML Documentation and Application Forms submitted by or on behalf of

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Electing Shareholders will be reviewed by BGEI's administrator, SS&C Financial Services (Ireland) Limited (the "BGEI Administrator"), who may request from such Electing Shareholders such other information or other documents as may be required to implement the Rollover Option;

• following such review, the Company will accept elections made by Electing Shareholders who are Eligible Shareholders and who have satisfied all the Participation Conditions; Electing Shareholders whose elections are so accepted will be considered "Participating Shareholders". Elected Shares held by Electing Shareholders whose elections have been rejected by the Company for failure to qualify as Eligible Shareholders and/or failure to satisfy the Participation Conditions will be released from escrow and their Shares will be unblocked and such Electing Shareholders will instead receive cash in consideration for the redemption of their Shares pursuant to the Cash Exit;
• Shares held by Participating Shareholders in respect of which their elections to participate in the Rollover Option have been accepted (the "Participating Shares") will be mandatorily converted by the Directors into one of four classes of Rollover Shares under the Company's articles of incorporation (the "Articles");
• the resulting Rollover Shares will be compulsorily redeemed in full by the Company, in consideration for the relevant Rollover Fund(s) issuing the relevant class(es) of Rollover Fund Shares to each Participating Shareholder (or the person or entity nominated by such Participating Shareholder in the Election Form).

The Rollover Option may be suspended or terminated in certain circumstances as set out in paragraph 5 of Part II of this Circular. If the Rollover Option is terminated in accordance with Part II of this Circular, Elected Shares held by Electing Shareholders will be released from escrow and will be unblocked and such Electing Shareholders will instead receive cash in consideration for the redemption of their Shares pursuant to the Cash Exit.

The Rollover Option is conditional, for each Electing Shareholder, upon satisfaction of the Participation Conditions listed in paragraph 3 of Part II of this Circular.

Further detail on the Rollover Fund Shares can be found in the BGEI Prospectus and in the relevant Rollover Fund Supplement(s). Certain details of BGEI, Sub-fund 1, Sub-fund 2 and the respective Rollover Fund Shares are summarised at paragraph 3 of Part I of this Circular for convenience only.

It is important that, if you wish to participate in the Rollover Option, you review and understand the BGEI Prospectus, the relevant Rollover Fund Supplement(s), the Terms and Conditions of the Rollover Option, the relevant Application Form(s) and the Election Form and take the steps set out in paragraph 10 of this Part I of this Circular. Any decision to participate in the Rollover Option should only be taken on the basis of the information contained in the BGEI Prospectus and the relevant Rollover Fund Supplement(s).

2. ROLLOVER OPTION

The Company is proposing that the Rollover Option be made available to Shareholders who are Eligible Shareholders on the Election Date.

The implementation of the Rollover Option will comprise two stages:

1. Participating Shareholders will be able to participate in the Rollover Option in respect of all or part of their Euro Shares and/or Sterling Shares (subject to the Minimum Subscription). Participating Shareholders will have all of their Euro Shares in respect of which they are participating in the Rollover Option and for which the Rollover Option has become Unconditional ("Participating Euro Shares") converted into one of two new classes of unlisted Rollover Euro Shares, and all of their Sterling Shares in respect of which they are participating in the Rollover Option and for which the Rollover Option has become Unconditional ("Participating Sterling Shares") converted into one of two new classes of unlisted Rollover Sterling Shares ("Share Conversion"). The rights of each class of Rollover Euro Shares will be identical to the rights of the Euro Shares, and the rights of each class of Rollover Sterling Shares will be identical to the rights of the Sterling Shares, except that none of the Rollover Shares will be transferable. After the Share Conversion, each Participating Shareholder will hold the same number of Rollover Euro Shares as the cumulative number of Participating Euro Shares, and the same number of Rollover Sterling

GBR01/115178332_21

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