SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
ASA (Bermuda) Limited
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________________________
2) Form, Schedule or Registration Statement No. _____________
3) Filing Party: __________________________
4) Date Filed: ____________________________
ASA (BERMUDA) LIMITED
11 SUMMER STREET
4TH FLOOR
BUFFALO, NY 14209
January 28, 2005
Dear Shareholder,
You are cordially invited to attend the 2005 Annual General Meeting of
Shareholders (the "Meeting") of ASA (Bermuda) Limited (the "Company"), which
will be held on Thursday, March 3, 2005, at 10:00 A.M., Eastern Time, at the
offices of UBS, 1285 Avenue of the Americas, 14th Floor, New York, NY, 10020.
The Meeting is the first Annual General Meeting of Shareholders since
the reorganization on November 19, 2004 of ASA Limited ("ASA"), a South African
public limited liability company and the predecessor company to the Company,
into the Company, a Bermuda exempted limited liability company (the
"Reorganization"). In connection with the Reorganization, shareholders of ASA
received shares of the Company. Because the Company commenced operations on
November 22, 2004 following the Reorganization, certain information in the
accompanying materials relates to ASA as the predecessor company.
Among the matters to be acted on at the Meeting is a proposal to approve
Amended and Restated Bye-Laws for the Company. Management believes that the
Amended and Restated Bye-Laws would enhance the Company's corporate governance.
Under the Amended and Restated Bye-Laws: (i) a minimum of thirty (30) days'
advance notice would be provided to the Company's shareholders of any meeting of
shareholders; (ii) one-third (1/3) of the outstanding voting securities of the
Company would constitute a quorum for purposes of conducting a shareholder
meeting; and (iii) at least a majority of the directors of the Company would be
persons who are not "Interested Persons" of the Company, as defined by the
Investment Company Act of 1940, as amended ("1940 Act"). These provisions are
commensurate with customary by-law provisions of most U.S. closed-end investment
companies, and will affect positively the rights of shareholders of the Company.
Further details of the business to be transacted at the meeting can be
found in the accompanying Notice of Annual General Meeting and Proxy Statement.
We invite you to attend the meeting in person. Your vote is important. Whether
or not you are able to attend, it is important that your shares be represented
at the Meeting. Accordingly, we ask that you please sign, date and return the
enclosed proxy card at your earliest convenience. As an alternative to using the
proxy card to vote, you may vote by telephone or through the Internet. Please
follow the instructions on the enclosed proxy card.
On behalf of the Board of Directors and management of the Company, I
extend our appreciation for your continued support.
Sincerely yours,
Robert J.A. Irwin
Chairman, President and Treasurer
ASA (Bermuda) Limited
ASA (BERMUDA) LIMITED
11 SUMMER STREET
4TH FLOOR
BUFFALO, NY 14209
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
MARCH 3, 2005
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of
Shareholders of ASA (Bermuda) Limited (the "Company") will be held on Thursday,
March 3, 2005, at 10:00 A.M., Eastern Time, at the offices of UBS, 1285 Avenue
of the Americas, 14th Floor, New York, NY, 10020, for the purpose of considering
and acting upon the following business:
1. To elect the Company's Board of Directors.
2. To appoint Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending November 30, 2005 and to
authorize the Audit Committee of the Board to set the auditors'
remuneration.
3. To consider and approve the Amended and Restated Bye-Laws of the
Company.
4. Such other business as may properly come before the Meeting or
any adjournment thereof.
During the Meeting, management also will present the Company's audited financial
statements for the fiscal year ended November 30, 2004.
The Board of Directors has fixed the close of business on January 25, 2005 as
the record date for the determination of the shareholders of the Company
entitled to receive notice of, and to vote at, the Meeting and any adjournments
thereof.
By order of the Board of Directors,
Paul K. Wustrack, Jr.
Secretary
January 28, 2005
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
If your shares are registered in your name, please indicate your voting
instructions on the enclosed proxy card, sign and date the card, and return it
in the envelope provided by the date of the Meeting. IF YOU SIGN, DATE, AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, THE PROXIES WILL VOTE IN
FAVOR OF THE PROPOSALS. In order to avoid the additional expense of further
solicitation, we ask your cooperation in mailing your proxy card promptly. As an
alternative to using the proxy card to vote, you may vote by telephone or
through the Internet. To vote via the Internet, please access the website listed
on your proxy card.
If we do not receive your voting instructions after our original
mailing, you may be contacted by the Company or by our proxy solicitor, D.F.
King & Co., Inc. The Company or our proxy solicitor will remind you to appoint a
proxy.
If you hold shares in "street name" through a broker or other nominee,
you should contact your nominee with your instructions for attendance or voting
at the meeting.
ASA (BERMUDA) LIMITED
11 SUMMER STREET
4TH FLOOR
BUFFALO, NY 14209
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PROXY STATEMENT
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ANNUAL GENERAL MEETING OF SHAREHOLDERS
MARCH 3, 2005
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy card is solicited by the Board of Directors (the "Board") of
ASA (Bermuda) Limited (the "Company") for use at the Annual General Meeting of
the Company's shareholders (the "Meeting") to be held on March 3, 2005. The
proxy may be revoked by a shareholder at any given time prior to its use at the
Meeting by an instrument in writing delivered to the Secretary, c/o ASA
(Bermuda) Limited, 11 Summer Street, 4th Floor, Buffalo, NY 14209 or delivered
to him at the Meeting.
The Meeting is the first Annual General Meeting of Shareholders since the
reorganization on November 19, 2004 of ASA Limited ("ASA"), a South African
public limited liability company and the predecessor company to the Company,
into the Company, a Bermuda exempted limited liability company (the
"Reorganization"). In connection with the Reorganization, shareholders of ASA
received shares of the Company. Because the Company commenced operations on
November 22, 2004 following the Reorganization, certain information in this
proxy statement relates to ASA as the predecessor company.
The expense of preparing, assembling, printing and mailing the proxy card and
the material used for the solicitation of proxies will be paid by the Company.
In addition to the solicitation of proxies by use of the mails, the Company will
retain D.F. King & Co., Inc., New York, N.Y. to aid in the solicitation of
proxies. Such solicitation will be by mail and telephone. For these services the
Company will pay D.F. King & Co., Inc. a fee of approximately $15,000, plus
reimbursement of its out-of-pocket expenses. The Company will also reimburse
brokers, nominees and fiduciaries that are record owners of shares of the
Company for the out-of-pocket and clerical expenses of transmitting copies of
the proxy material to the beneficial owners of such shares. The approximate
mailing date of this proxy statement and the proxy card will be January 28,
2005.
VOTING AT THE MEETING
Only shareholders of record at the close of business on January 25, 2005 (the
"Record Date") will be entitled to vote. There are 9,600,000 shares of the
Company outstanding, each of which entitles the holder to one vote. Each valid
proxy received at or before the Meeting will be voted at the Meeting in
accordance with the instructions on the proxy card. If no instructions are
indicated, the proxies will vote in favor of the proposals. Shareholders have
three options for submitting their votes: (1) via the Internet, (2) by phone or
(3) by mail. If you have Internet access, WE ENCOURAGE YOU TO RECORD YOUR VOTE
ON THE INTERNET. When you vote via the Internet or by phone, your vote is
recorded immediately and there is no risk that postal delays will cause your
vote to arrive late and therefore not be counted.
The Company does not know of any beneficial owner of more than five percent of
the Company's outstanding shares as of the Record Date.
The Annual Report of the Company for the fiscal year ended November 30, 2004,
including financial statements, accompanies this proxy statement.
QUORUM AND REQUIRED VOTING
The Company's organizational documents require that at least one shareholder
present in person or by proxy and entitled to vote shall constitute a quorum for
purposes of conducting a shareholder meeting. If, within five minutes from the
time scheduled for the Meeting, a quorum of shareholders is not present, the
Meeting shall stand adjourned until such other day, time and place as the
directors may by notice to the shareholders appoint. If a quorum is present but
sufficient votes in favor of any of the items are not received, the Chairman of
the Meeting or any shareholder who is present or represented and entitled to
vote at the Meeting may propose one or more adjournments of the Meeting to
permit further soliciting of proxies from the Company's shareholders or to allow
for increased attendance at the Meeting. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares that are represented
(in person or by proxy) at the Meeting. If the persons named in the enclosed
proxy card are appointed as proxies, such proxies will vote in favor of any such
adjournment if they determine that such adjournment and additional solicitation
are reasonable and in the interest of the shareholders.
The election of directors, the appointment of independent auditors and
authorization of the Audit Committee to set the auditors' remuneration, and the
approval of the Amended and Restated Bye-Laws of the Company each requires the
affirmative vote of a majority of votes cast at the Meeting, whether in person
or by proxy. Votes withheld, abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (i) instructions have not been received
from the beneficial owner or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted for quorum purposes, but will have no effect on the vote.
PROPOSAL 1: ELECTION OF DIRECTORS
Unless contrary instructions are given, if the persons named in the enclosed
proxy card are appointed as proxies, such persons will vote such proxy for the
election of the nominees listed below to serve as directors of the Company until
the next Annual General Meeting of Shareholders. Each nominee was nominated for
election as a director of the Company by the Board on January 12, 2004. Each
nominee has consented to serve if elected. In the event that any of the nominees
is unable or declines to serve as a director, an event that the management of
the Company does not anticipate, proxies may be voted at the Meeting for the
election of another person in his stead. The following is a list of each
nominee, their age, address, principal occupation and present positions,
including any affiliations with the Company, the length of service to the
Company and other directorships held.
POSITION HELD, TERM OF
NAME, ADDRESS(1) OFFICE (2) AND LENGTH PRINCIPAL OCCUPATION DURING THE
AND AGE OF TIME SERVED PAST FIVE YEARS OTHER DIRECTORSHIPS
------------------------ ----------------------- -------------------------------- ---------------------------
INTERESTED DIRECTORS*:
Robert J.A. Irwin, 77 Chairman, Treasurer and Chairman of the Board of ASA Director of ASA. Former
Director since 2003; since 1993, Treasurer since director, President and
President since 2004 1999; Director since 1987 Chief Executive Officer of
Niagara Share Corporation.
Chester A. Crocker, 63 Director since 2004; James R. Schlesinger Professor Director of Universal
Assistant Secretary of Strategic Studies, School of Corporation, First Africa
since 2004 Foreign Service, Georgetown Holdings Ltd., G3 Good
University, President of Crocker Governance Group, Ltd.,
Group (consultants) Chairman and Director of
United States Institute of
Peace.
Ronald L. McCarthy, 71 Director since 2004 Director and Managing Director Director of ASA.
of ASA since 1988; South African
Secretary of ASA since 2001
INDEPENDENT DIRECTORS**:
Harry M. Conger, 74 Deputy Chairman Chairman and CEO Emeritus of Director of Apex Silver
(non-executive), Homestake Mining Company Mines (silver mining
Director since 2004 company).
Henry R. Breck, 68 Director since 2004 Chairman and director of Ark Director of Butler Capital
Asset Management Co., Inc. Corporation.
(registered investment adviser)
Joseph C. Farrell, 69 Director since 2004 Former Chairman, President and Director of Universal
CEO of The Pittston Company Corporation and SkyLink
Airways, Inc.
James G. Inglis, 60 Director since 2004 Chairman of Melville Douglas Director of Coupon
Investment Management (Pty) Ltd. Holdings (Pty) Ltd.
since 2002, Executive Director
prior thereto
Malcolm W. MacNaught, 68 Director since 2004 Former Vice President and Director of ASA and
Portfolio Manager at Fidelity Meridian Gold, Inc.
Investments
Robert A. Pilkington, 59 Director since 2004 Investment banker and Managing Director of ASA and Avocet
Director of UBS Securities LLC Mining PLC
or predecessor companies since
1985
A. Michael Rosholt, 84 Director since 2004 Chairman of the National Director of ASA. Former
Business Initiative (South Chairman of Barlow Rand
Africa), a non-profit Limited (financial,
organization industrial and mining
corporation)
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(1) The address for each director is c/o LGN Associates, P.O. Box 269,
Florham Park, NJ 07932.
(2) Each director of the Company will serve as such until the next Annual
General Meeting of Shareholders.
* An "interested person" of the Company, as such term is defined in the
1940 Act, by reason of being an officer of the Company or by reason of
receipt of compensation from the Company other than for service as a
director of the Company.
** A director that is not an "interested person" of the Company.
2
To the extent required by law in the future, the Company will endeavor
to elect a Chairman of the Board that is not an "interested person" of the
Company.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of November 30,
2004 regarding the beneficial ownership of shares of the Company by each
director, each executive officer and all directors and all executive officers as
a group, including the dollar range of the value of equity securities
beneficially owned by each director.
AMOUNT AND NATURE OF DOLLAR RANGE OF SHARE
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) OWNERSHIP
--------------------------- --------------------------- ---------------------
INTERESTED DIRECTORS:
Robert J.A. Irwin 3,000(3) Over $100,000
Ronald L. McCarthy None None
Chester A. Crocker 400 $10,001-$50,000
INDEPENDENT DIRECTORS:
Henry R. Breck 1,000(4) $10,001-$50,000
Harry M. Conger 1,100(5) $10,001-$50,000
Joseph G. Farrell 1,000 $10,001-$50,000
James G. Inglis None None
Malcolm W. MacNaught 1,000 $10,001-$50,000
Robert A. Pilkington 3,000 Over $100,000
A. Michael Rosholt None None
OTHER OFFICER
Paul K. Wustrack, Jr. 10
All Directors and Executive 10,510
Officers as a group
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(1) Each individual has sole voting and investment power over the shares
shown opposite his name, except as otherwise noted.
(2) The shares shown for each individual and for all directors and executive
officers as a group constituted less than 1% of the Company outstanding
shares.
(3) Mr. Irwin has shared voting and investment power over 142 shares owned
by his wife.
(4) Mr. Breck has shared voting and investment power over these shares.
(5) Mr. Conger has shared voting and investment power over 1,000 shares.
BOARD COMMITTEES
The Board has an Audit Committee, a Compensation Committee, an Ethics Committee,
and a Nominating Committee. The Audit Committee acts pursuant to a written
charter, which is included herein as Appendix A. The Audit Committee currently
consists of Messrs. MacNaught (Chairman), Pilkington and Rosholt, each of whom
is an Independent Director. The responsibilities of the Audit Committee include
overseeing (a) the Company's accounting and financial reporting policies and
practices, (b) the Company's internal controls and procedures, and (c) the
integrity, quality and objectivity of the Company's financial statements and the
audit thereof. The Audit Committee is directly responsible for the selection
(subject to ratification by a majority of the independent directors and by the
shareholders), compensation, oversight and, when appropriate, termination of the
Company's independent auditors.
The current members of the Compensation Committee are Messrs. Conger (Chairman),
Inglis and Pilkington, each of whom is an Independent Director. The function of
the Compensation Committee is to make recommendations regarding the compensation
of officers and the directors of the Company.
The current members of the Ethics Committee are Messrs. Farrell (Chairman),
Breck and Crocker. The function of the Ethics Committee is primarily to ensure
compliance by the directors, officers and other access persons with the
Company's Code of Ethics and Rule 17j-l under the 1940 Act.
The current members of the Nominating Committee are Messrs. Pilkington
(Chairman), Conger and Rosholt, each of whom is an Independent Director. The
Nominating Committee is responsible for identifying qualified candidates for the
Board and the committees of the Board.
INFORMATION REGARDING THE COMPANY'S PROCESS FOR NOMINATING
DIRECTOR CANDIDATES
NOMINATING COMMITTEE CHARTER. The Nominating Committee serves pursuant to a
written charter (the "Charter"). The Charter is available at the Company's
website at www.asaltd.com. According to the Charter, the Nominating Committee
("Committee") was created by the Board to assist the
3
Board in (i) considering and evaluating the structure, composition and
membership of the Board and each of its committees, (ii) evaluating and
recommending the persons to be nominated by the Board for election as directors
at the next Annual General Meeting of Shareholders and to fill vacancies on the
Board as necessary, and (iii) evaluating and recommending directors to serve as
members of the committees of the Board. The Committee is comprised of at least
three members of the Board, each of whom is an Independent Director.
NOMINEE QUALIFICATIONS. According to the Charter, the Committee shall nominate
candidates for new or vacant Board positions based on its evaluation of which
applicants or potential candidates are most qualified to serve and protect the
interests of the Company's shareholders and to promote the effective operations
of the Board. In considering director candidates, the Committee may take into
account a variety of factors, including whether the candidates (i) are of the
highest character and integrity; (ii) have distinguished records in their
primary careers; (iii) have substantial experience and breadth of knowledge
which is of relevance to the Company, particularly relating to gold and other
precious metals, finance, securities law, the workings of the securities
markets, or investment management; (iv) have sufficient time available to devote
to the affairs of the Company in order to fulfill their duties and
responsibilities, including service on Board committees; (v) are committed to
working collaboratively with other members of the Board in promoting the best
long-term interests of shareholders; (vi) qualify as Independent Directors; and
(vii) are free of any conflicts of interest that would interfere with the proper
performance of their duties as directors. Different substantive areas may assume
greater or lesser significance at particular times, in light of the Board's
present composition and the Committee's (or the Board's) perceptions about
future issues and needs.
IDENTIFYING NOMINEES. The Committee considers candidates from any source deemed
appropriate by the Committee, including: (a) the Company's current directors,
(b) the Company's officers, and (c) the Company's shareholders. The Committee
will not consider self-nominated candidates. The Committee may, but is not
required to, retain a third party search firm to identify potential candidates.
SHAREHOLDER COMMUNICATIONS. The Nominating Committee will consider nominees
recommended by shareholders on the basis of the same criteria used to consider
and evaluate candidates recommended by other sources. Shareholders may send
resumes of recommended persons to the Chairman-Nominating Committee of ASA
(Bermuda) Limited, c/o LGN Associates, P.O. Box 269, Florham Park, NJ 07932. The
shareholder recommendation must be received at the above address not less than
120 calendar days prior to the first anniversary of the date on which the
Company's proxy statement for the prior year's annual meeting was released to
shareholders. The shareholder recommendation must be accompanied by all
information relating to such candidate that is required to be disclosed in
solicitations of proxies for the election of directors. In addition, the
shareholder recommendation must be accompanied by the written consent of the
candidate to stand for election if nominated by the Board and to serve if
elected by the shareholders. No nominee recommendation has been received from a
shareholder within the past 120 days.
DIRECTOR ATTENDANCE AT MEETINGS
In accordance with Section 91B of the Companies Act 1981 of Bermuda (the
"Companies Act"), the directors of the Company are entitled to receive notice
of, and to attend and be heard at, any or all general meetings. Although the
Company does not have a policy on director attendance at the Annual General
Meetings of Shareholders, directors are encouraged to do so. During the fiscal
year ended November 30, 2004 there were three meetings of the Board of the
Company and one meeting of the Audit Committee, Compensation Committee and
Ethics Committee. Each director, except for Mr. Conger, attended 75% or more of
meetings of the Board and the Committees on which he served. During the fiscal
year ended November 30, 2004 there were seven meetings of the Board of Directors
of ASA, five meetings of the Audit Committee, one meeting each of the
Compensation Committee and Nominating Committee, and four meetings of the Ethics
Committee. Each director attended 75% or more of the meetings of the Board of
Directors and the Committees on which he served for ASA.
EXECUTIVE OFFICERS
The current executive officers of the Company are Mr. Robert J.A. Irwin,
information with respect to whom is set forth above, and Mr. Paul K. Wustrack,
Jr., Secretary and Chief Compliance Officer since 2004. During the past five
years, Mr. Wustrack has served as Assistant U.S. Secretary of ASA since 2002 and
as Chief Compliance Officer since 2004; prior thereto he was Special Counsel
with Phillips, Lytle, Hitchcock, Blaine & Huber LLP. Executive officers are
elected at the first Board meeting after each Annual General Meeting of
Shareholders to serve for the ensuing year.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company does not know of any director, officer or beneficial owner of more
than 10% of the Company's shares who failed to file on a timely basis, during
the fiscal year ended November 30, 2004, reports required by Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
DIRECTOR/OFFICER COMPENSATION
Each non-South African director receives an annual fee of $20,000 for his
services as a director and a fee of $1,000 for each Board and Committee meeting
(whether in person or by telephone) that he attends. Each South African director
receives the rand equivalent of $20,000 as an annual fee for his services as a
director, the rand equivalent of $2,000 for each Board meeting that he attends
in person, if held outside of South Africa, and the rand equivalent of $1,000
for each Board meeting he attends by telephone. In addition, South African
directors receive a meeting fee of the rand equivalent of $1,000 for each
committee meeting attended (whether in person or by telephone) during the year.
The Chairman of the Audit Committee receives an additional $2,000 for each Audit
Committee meeting that he attends. The Company pays to any retired director who
served as a director of the Company or its predecessor, ASA, for at least twelve
years an annual retainer equal to 75% of the annual directors' fee from time to
time in effect. Directors retiring after attaining the age of 70 are entitled to
such retainer for life; directors retiring prior to attaining such age are
entitled to such retainer for the lesser of life or the number of years they
served as a director.
4
For purposes of the following table, the compensation includes compensation paid
by both the Company and its predecessor, ASA, for the fiscal year ended November
30, 2004.
PENSION OR ESTIMATED TOTAL
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFIT COMPENSATION
NAME OF PERSON COMPENSATION ACCRUED AS PART OF UPON FROM COMPANY
& POSITION FROM COMPANY COMPANY EXPENSES RETIREMENT (1) PAID TO DIRECTORS
---------------------------------------- -------------- --------------------- ---------------- -----------------
INTERESTED DIRECTORS:
Robert J.A. Irwin, Chairman, $ 395,000 (2) $ 15,000(3) $ 27,000
President, Treasurer and Director
Chester A. Crocker, $ 31,000 -- $ 15,000 $ 31,000
Assistant Secretary and Director
Ronald L. McCarthy, $ 115,000 -- $ 15,000 $ 32,000
Director
INDEPENDENT DIRECTORS:
Harry M. Conger, $ 29,000 -- $ 15,000 $ 29,000
Director and Deputy Chairman
(non-executive)
Henry R. Breck, $ 31,000 -- $ 15,000 $ 31,000
Director
Joseph C. Farrell, $ 31,000 -- $ 15,000 $ 31,000
Director
James G. Inglis, $ 34,000 -- $ 15,000 $ 34,000
Director
Malcolm W. MacNaught $ 39,000 -- $ 15,000 $ 39,000
Director
Robert A. Pilkington $ 34,000 -- $ 15,000 $ 34,000
Director
A. Michael Rosholt $ 37,000 -- $ 15,000 $ 37,000
Director
OTHER OFFICER
Paul K. Wustrack, Jr $ 103,000
Chief Compliance Officer and
Secretary
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(1) All directors qualify to receive retirement benefits if they have served
the Company or its predecessor, ASA, for at least twelve years prior to
retirement. The amount shown for each director is the total benefits,
which are, or would be payable to such person assuming such director had
served twelve years as of November 30, 2004.
(2) In 1994, ASA entered into a supplemental non-qualified pension agreement
with its Chairman. Under the terms of the agreement, ASA agreed to
credit $25,000 per year for five years, beginning December 1, 1993, to a
Supplemental Pension Account with interest credited at an annual rate of
3.5%. The Board approved increases in the amount of the annual credit as
follows: $28,125 in May 1999; $31,250 in February 2002; $45,000 in March
2003 and $55,000 in February 2004. The Company has agreed to assume and
continue this agreement.
(3) The amount shown for Mr. Irwin includes only the retirement benefits
payable to him as a director and not the amounts payable to him under
the supplemental pension agreement for his benefit by the Company.
REQUIRED VOTE: The election of Directors requires the affirmative vote of a
majority of the votes cast at the Meeting.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR PROPOSAL NO. 1.
5
PROPOSAL 2: APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION
OF THE AUDIT COMMITTEE OF THE BOARD TO SET THE AUDITORS' REMUNERATION
In accordance with Section 89 of the Companies Act, the Company's shareholders
have the authority to appoint the Company's independent auditors and to
authorize the Audit Committee of the Board to set the auditors' remuneration.
The Audit Committee has nominated Ernst & Young LLP ("Ernst & Young") New York,
New York to serve as the Company's independent public auditors to audit the
accounts of the Company for the fiscal year ending November 30, 2005. The Board,
including a majority of Independent Directors, has ratified their nomination and
has directed the submission of their selection to shareholders for appointment.
Ernst & Young has no direct or indirect interest in the Company, except in its
capacity as the Company's independent public auditors. Ernst & Young has
informed the Company that it has no material direct or indirect financial
interest in the Company and that investment in the Company by its personnel and
their family members is prohibited where appropriate to maintaining the
auditors' independence. The Company's Audit Committee reviewed the services
provided by Ernst & Young and determined that Ernst & Young is independent of
the Company.
A representative of Ernst & Young is expected to be present at the Meeting to
respond to appropriate questions and will be given the opportunity to make a
statement if he or she desires to do so.
AUDIT AND NON-AUDIT FEES
Aggregate fees billed by Ernst & Young for professional services rendered to the
Company and its predecessor, ASA, for the fiscal years ended November 30, 2004
and November 30, 2003 are set forth below.
Fiscal Year Fiscal Year
2004 2003
------------ ------------
Audit Fees $ 100,000 $ 97,000
Audit-Related Fees 28,750 -0-
Tax Fees 18,000 15,000
All Other Fees -0- -0-
------------ ------------
Total $ 146,750 $ 112,000
------------ ------------
AUDIT FEES include the aggregate fees billed for professional services
rendered by the independent auditors for the audit of the Company's and
ASA's annual and semi-annual financial statements and services rendered
in connection with statutory or regulatory filings, including the annual
and semi-annual reports.
AUDIT-RELATED FEES include the aggregate fees billed for assurance and
related services by the independent auditors that are reasonably related
to the performance of the audit or review of the financial statements.
The figure for 2004 includes fees billed in connection with the review
of documents filed with the Securities and Exchange Commission related
to the Reorganization.
TAX FEES include the aggregate fees billed for professional services
rendered by the independent auditors in connection with tax compliance,
tax advice and tax planning, such as review of company tax calculations
and ASA's South African tax returns, and updates on South African tax
law changes.
ALL OTHER FEES include the aggregate non-audit fees not disclosed above
that were billed for projects and services provided by the independent
auditors.
The aggregate fees billed by Ernst & Young for non-audit services rendered to
the Company for 2004 and 2003 were $46,750 and $15,000, respectively.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF
INDEPENDENT AUDITORS
The Audit Committee of the Company has the sole authority to pre-approve all
audit and non-audit services to be provided by the independent auditors, subject
to the DE MINIMIS exceptions for non-audit services described in Section
10A(i)(1)B of the Exchange Act which are approved by the Committee prior to the
completion of the audit. The Audit Committee may delegate its pre-approval
authority to a subcommittee. If the Committee has delegated its pre-approval
authority to a subcommittee, any decision of the subcommittee shall be presented
to the full Committee at its next scheduled meeting. Pre-approval of audit and
non-audit services shall not be required if the engagement to render the
services is entered into pursuant to pre-approved policies and procedures
established by the Committee, provided the Committee is informed of each such
service. The Committee has not yet established such policies and procedures.
REQUIRED VOTE: The appointment of the Company's independent auditors and the
authorization for the Audit Committee to set the auditors' remuneration requires
the affirmative vote of a majority of the votes cast at the Meeting.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR PROPOSAL NO. 2.
6
PROPOSAL 3: CONSIDERATION AND APPROVAL OF AMENDED AND
RESTATED BYE-LAWS OF THE COMPANY
The Board and management of the Company are committed to good corporate
governance practices. As an investment company registered with the United States
Securities and Exchange Commission pursuant to the 1940 Act, the Company is
subject to the corporate governance requirements thereunder. In addition, upon
the listing of its shares on the New York Stock Exchange on November 22, 2004,
the Company became subject to the corporate governance requirements for New York
Stock Exchange listed closed-end investment companies. To further enhance
corporate governance, the management of the Company seeks approval by the
shareholders of the Amended and Restated Bye-Laws for the Company that would
provide that:
. a minimum of thirty (30) days' advance notice will be provided to the
Company's shareholders of any meeting of shareholders;
. one-third (1/3) of the outstanding voting securities of the Company will
constitute a quorum for purposes of conducting a shareholder meeting;
and
. at least a majority of the directors of the Company will be Independent
Directors.
These provisions are commensurate with customary by-law provisions of most U.S.
closed-end investment companies, and will affect positively the rights of
shareholders of the Company. Currently, the Bye-Laws of the Company provide for
five (5) days' advance notice of shareholder meetings. While this provision is
adequate under Bermuda law, the Board believes that a thirty (30) day provision
is in keeping with good corporate governance standards, to allow shareholders
sufficient time to prepare for such meetings. In addition, currently the
Bye-Laws of the Company require the presence of one (1) shareholder in person or
by proxy to constitute a quorum at any meeting of shareholders, in accordance
with Bermuda law. The Board believes that a quorum of one-third (1/3) of the
outstanding voting securities entitled to vote at the meeting is closer to the
corporate governance standards that most of the Company's U.S. shareholders are
accustomed to. Finally, the Board believes that the Bye-Laws should be revised
to include a provision requiring at least a majority of the Directors to be
Independent Directors. This provision is customary for most U.S. investment
companies, and while the Company's current Board fulfills this requirement
already, the inclusion of such provision in the Bye-Laws will insure that the
Board will continue to fulfill the independence obligation, as required under
the 1940 Act. The Bye-Law provisions that would be changed in the Amended and
Restated Bye-Laws are provided in Appendix C to this proxy statement.
REQUIRED VOTE: The approval of the Amended and Restated Bye-Laws requires the
affirmative vote of a majority of the votes cast at the Meeting.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR PROPOSAL NO. 3.
PRESENTATION OF FINANCIAL STATEMENTS
In accordance with Section 84 of the Companies Act, the Company's audited
financial statements for the fiscal year ended November 30, 2004 will be
presented at the Meeting. These statements have been approved by the Company's
Board. There is no requirement under Bermuda law that such statements be
approved by the shareholders, and no such approval will be sought at this
Meeting.
SHAREHOLDER PROPOSALS
In order for a shareholder proposal to be included in the proxy statement and
proxy for the 2006 Annual General Meeting the proposal must be received no later
than September 30, 2005.
Under Rule 14a-4 of the Exchange Act, a shareholder who wishes to present a
proposal for consideration at the 2006 Annual General Meeting without inclusion
of such proposal in the Company's Proxy Statement and Proxy must send notice of
such proposal to the Company no later than December 14, 2005. If notice for such
proposal is not received by December 14, 2005, management proxies may use their
discretionary authority to vote on such proposal. Bermuda law provides that only
shareholders holding not less than 5% of the total voting rights in the Company
or 100 registered shareholders together may require a proposal to be submitted
to an annual general meeting. Generally, notice of such a proposal must be
deposited at the registered office of the Company no less than six weeks before
the date of the meeting, unless the meeting is subsequently called for a date
six weeks or less after the notice has been deposited.
OTHER MATTERS
The management of the Company knows of no other business that will be presented
for consideration at the Meeting, but should any other matters requiring a vote
of shareholders arise, the persons named in the enclosed proxy card will, if
appointed as proxy, vote thereon in accordance with their best judgment.
ASA (Bermuda) Limited
Robert J.A. Irwin, Chairman of the Board
January 28, 2005
7
APPENDIX A
ASA (Bermuda) LIMITED
AUDIT COMMITTEE CHARTER
A. PURPOSE
The Audit Committee of ASA (Bermuda) Limited ("Company") has been created to:
1. assist the Board of Directors in its oversight and monitoring of:
a. the Company's accounting and financial reporting policies and
practices;
b. the Company's internal control over financial reporting, and, as
appropriate, the internal control over financial reporting of
certain of the Company's service providers;
c. the integrity, quality and objectivity of the Company's financial
statements and the independent audit thereof;
d. the Company's independent auditors, including their qualifications,
independence and performance;
e. the Company's compliance with legal and regulatory requirements; and
2. prepare the report required by the rules of the Securities and Exchange
Commission ("SEC") to be included in the Company's annual proxy
statement.
Although the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. In carrying out
its responsibilities, the members of the Committee shall be entitled to rely, in
good faith, on (1) the integrity of those persons and organizations inside and
outside the Company from which the Committee receives information and (2) the
accuracy of the financial and other information provided to the Committee by
such persons or organizations.
The Committee's function is oversight. Management is responsible for maintaining
appropriate accounting and financial reporting principles and policies and
internal controls and procedures designed to ensure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out a proper audit. The independent
auditors shall report directly to the Committee and are ultimately accountable
to the Board of Directors and the Committee.
B. COMMITTEE MEMBERSHIP
1. NUMBER. The Committee shall be comprised of at least three members of
the Board of Directors.
2. INDEPENDENCE. Each member of the Committee shall meet the independence
requirements of the New York Stock Exchange ("NYSE") and Section
10A(m)(3) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and the applicable rules thereunder. No member of the Committee
shall be an "interested person" (as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended ("Investment Company Act"),
and the rules thereunder) of the Company.
3. FINANCIAL LITERACY. Each member of the Committee shall be financially
literate, as such qualification is determined by the Board of Directors
in its business judgment (or shall become financially literate within a
reasonable period of time after his or her appointment). At least one
member of the Committee shall have accounting or related financial
management expertise, as such qualification is determined by the Board
of Directors in its business judgment. The Board of Directors shall
determine whether any members of the Committee are "audit committee
financial experts" as defined by applicable SEC rules.
4. CHAIRMAN. Unless the Board of Directors appoints a Chair of the
Committee, the Committee shall appoint a Chair.
5. COMPENSATION. The compensation of Committee members shall be set by the
Board of Directors. No member may accept, directly or indirectly, any
consulting, advisory or other compensatory fee from the Company (other
than fees for serving on the Board of Directors or any committee
thereof). The receipt of a fixed amount of pension or other form of
deferred compensation from the Company for prior service (provided such
compensation is not contingent in any way on continued service) is not
considered a compensatory fee. The requirement that such amount be fixed
does not preclude customary objectively determined adjustment provisions
such as cost of living adjustments.
6. SELECTION AND REMOVAL. Members of the Committee shall be appointed by
the Board of Directors.
C. MEETINGS AND PROCEDURES
1. MEETINGS. The Committee shall meet as often as it determines is
appropriate to carry out its responsibilities under this Charter, but
not less
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frequently than twice annually. Meetings may be called by the Chair of
the Committee or by a majority of the Committee members. Meetings shall
be chaired by the Chair of the Committee or, in the Chair's absence, by
a member chosen by the Committee. Meetings may be conducted with members
present in person or by telephone or other communications facilities
which permit all persons participating in the meeting to hear or
communicate with each other simultaneously. The Chair of the Committee,
in consultation with the other Committee members, shall set meeting
agendas and the places and times of the meetings consistent with this
Charter. A majority of the members of the Committee shall constitute a
quorum for the transaction of business. When more than two members are
present, the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the Committee, and when
only two members are present, the unanimous vote of the two members
shall constitute the act of the Committee.
The Committee should be provided with meeting materials before Committee
meetings with sufficient time to review and consider relevant issues and
to request supplemental information as necessary. Management will
endeavor to send such materials to the Committee at least five business
days in advance of a meeting.
The Committee shall keep minutes of its meetings and provide copies of
such minutes to the full Board for its review.
The Committee shall meet periodically with management and with the
independent auditors in separate executive sessions.
The Committee may request any officer or employee of the Company or
representatives of the Company's service providers, outside counsel or
independent auditors to attend a meeting of the Committee or to meet
with any members of, or consultants to, the Committee.
2. SUBCOMMITTEES. The Committee may delegate its authority to one or more
subcommittees (including a subcommittee comprised of a single member)
when it deems appropriate.
3. INDEPENDENT ADVISERS. The Committee shall have the authority, to the
extent it deems necessary or appropriate and without seeking approval of
the full Board, to retain special legal, accounting or other advisers.
4. FUNDING. The Company shall provide appropriate funding, as determined by
the Committee, for payment of compensation to the independent auditor
for the purpose of rendering or issuing an audit report or rendering
other audit, review or attest services and to any advisers retained by
the Committee and for payment of ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties.
D. AUTHORITY AND RESPONSIBILITIES
In addition to any other duties and responsibilities which may be assigned from
time to time by the Board, the Committee shall be responsible for the following
matters:
OVERSIGHT OF INDEPENDENT AUDITORS
1. SELECTION AND TERMINATION. The Committee shall be directly responsible
for selecting, compensating, overseeing, evaluating and, when
appropriate, terminating the Company's independent auditors (subject to
the applicable requirements of the Investment Company Act and the rules
and orders thereunder, including those pertaining to approval by
disinterested directors and ratification by shareholders).
2. INDEPENDENCE. The Committee shall review and evaluate the independent
auditors' independence. In connection with this review and evaluation,
the Committee shall at least annually obtain and review a report by the
independent auditors describing all relationships between the
independent auditors and the Company, including the disclosures required
by Independence Standards Board Standard No. 1. The Committee shall
discuss with the independent auditors any disclosed relationships or
services that might impact the objectivity and independence of the
auditors. The Committee shall consider whether:
a. the independent auditors should be rotated, and
b. the lead audit or reviewing partner should be rotated more
frequently than is required by law and applicable SEC rules.
3. QUALIFICATIONS. The Committee shall review and evaluate the independent
auditors' qualifications, including considering whether the independent
auditors' quality controls are adequate. In connection with this review
and evaluation, the Committee shall at least annually obtain and review
a report by the independent auditors describing:
a. the independent auditors' internal quality control procedures;
and
b. any material issues raised by (1) the most recent internal
quality - control review, or peer review, of the firm, or (2)
any inquiry or investigation by governmental or professional
authorities within the preceding five years regarding one or
more independent audits carried out by the firm, and any steps
taken to deal with any such issues.
The Committee shall review and evaluate the lead partner of the
independent auditor team.
4. PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES. Except as provided in the
next sentence, the Committee shall have the sole authority to
pre-approve all audit and non-audit services to be provided by the
independent auditors, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)B of the Exchange Act which are
approved by the Committee prior to the completion of the audit. If
A-2
the Committee has delegated its pre-approval authority to a
subcommittee, any decision of the subcommittee shall be presented to the
full Committee at its next scheduled meeting. Pre-approval of audit and
non-audit services shall not be required if the engagement to render the
services is entered into pursuant to pre-approved policies and
procedures established by the Committee, provided the Committee is
informed of each such service.
5. COMPENSATION. The Committee shall approve all audit and non-audit fees
of the independent auditor.
6. HIRING OF EMPLOYEES OF INDEPENDENT AUDITORS. The Committee shall set
clear policies for the Company's hiring of current or former employees
of the independent auditors who participated in any capacity in the
audit of the company.
7. OVERSIGHT. The independent auditors shall report directly to the
Committee and the Committee shall be directly responsible for oversight
of the work of the independent auditors, including resolution of
disagreements between the Company's management and the independent
auditors regarding financial reporting. In connection with its oversight
role, the Committee shall:
a. review and discuss with the independent auditors the planning,
scope and staffing of the independent auditors' audits; and
b. obtain assurance from the independent auditors that Section 10A
of the Exchange Act has not been implicated.
FINANCIAL STATEMENT AND DISCLOSURE MATTERS
8. REVIEW AND DISCUSSION OF AUDITED FINANCIAL STATEMENTS. The Committee
shall review the Company's financial statements to be sent to
shareholders and filed with the SEC. In connection with the review of
the annual audited financial statements, and otherwise as appropriate,
the Committee shall:
a. Discuss with management and the independent auditors:
. significant issues regarding accounting principles and
financial statement presentations, including any
significant changes in the Company's selection or
application of accounting principles;
. any major issues as to the adequacy of the Company's
internal control over financial reporting and any steps
adopted in light of significant or material control
deficiencies;
. any analyses or other communications (whether written or
oral) prepared by management and/or the independent
auditors setting forth significant financial reporting
issues and judgments made in connection with the
preparation of the financial statements, including the
development, selection and disclosure of critical
accounting policies and analysis of the effect of
alternative assumptions, estimates or GAAP methods on
the Company's financial statements;
. the effect of regulatory and accounting initiatives on
the Company's financial statements;
. related-party transactions; and
. any correspondence with regulators or governmental
agencies and any published reports which raise material
issues regarding the Company's financial statements or
accounting policies.
b. Review the bases of accounting and valuation for marketable
securities and, when applicable, the method of determining fair
value for securities for which a market price is not available.
c. Discuss with the independent auditors the matters required to be
discussed by Statement of Auditing Standards No. 61 relating to
the conduct of the audit, including any difficulties encountered
in the course of the audit work, any restrictions on the scope
of activities or access to requested information, and any
significant disagreements with management.
d. Discuss with the Company's legal counsel legal matters that may
have a material effect on the financial statements, the
Company's compliance policies and any material reports or
inquiries received from regulators or governmental agencies.
e. In conjunction with the President, review the Company's internal
control over financial reporting and disclosure controls and
procedures, including whether there are any significant
deficiencies or material weaknesses in the design or operation
of such internal control over financial reporting, any
corrective action taken with regard to such deficiencies and
weaknesses and any fraud involving management or other employees
with a significant role in such internal control over financial
reporting.
f. Recommend to the full Board whether the annual audited financial
statements should be included in the Company's annual report to
be sent to shareholders and filed with the SEC.
g. Prepare the report required by the rules of the SEC to be
included in the Company's annual proxy statement.
h. Discuss generally with management the Company's earnings
releases.
A-3
9. PROCEDURES FOR COMPLAINTS - the Committee shall:
a. Establish procedures for:
. the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal
accounting controls or auditing matters; and
. the confidential, anonymous submission by employees of
the Company and its service providers of concerns
regarding questionable accounting or auditing matters.
b. Review any significant complaints regarding accounting, internal
accounting controls or auditing matters received pursuant to
such procedures.
10. RISK MANAGEMENT. The Committee shall discuss with management the
Company's major financial risk exposure and the steps management has
taken to monitor and control such exposures, including the Company's
risk assessment and risk management policies.
E. REPORTING TO THE BOARD
1. REPORTS TO THE BOARD. The Committee shall make regular reports to the
full board. Such reports shall include a review of any issues that arise
with respect to the quality or integrity of the Company's financial
statements, the Company's compliance with legal and regulatory
requirements, the qualifications, independence and performance of the
Company's independent auditors, the performance of the internal audit
function, and any other matters that the Committee deems appropriate or
is requested to be included by the Board.
2. CHARTER. The Committee shall review and reassess the adequacy of this
Charter at least annually and recommend any proposed changes to the
Board for approval.
3. SELF-EVALUATION. The Committee shall evaluate its own performance
annually.
January 12, 2005
A-4
APPENDIX B
AUDIT COMMITTEE REPORT
ASA (BERMUDA) LIMITED
The Audit Committee of the Board of Directors of ASA (Bermuda) Limited (the
"Company") has reviewed the Company's audited financial statements for the
fiscal year ended November 30, 2004. In conjunction with its review, the Audit
Committee has met with the management of the Company to discuss the audited
financial statements. In addition, the Audit Committee has discussed with the
Company's independent auditors, Ernst & Young LLP, the matters required pursuant
to SAS 61 and has received the written disclosures and the letter from Ernst &
Young LLP required by Independence Standards Board Standard No. 1. The Audit
Committee has also discussed with Ernst & Young LLP the independence of Ernst &
Young LLP.
Based on this review and discussion, the Audit Committee recommended to the
Company's Board of Directors that the audited financial statements be included
in the Company's Annual Report for the fiscal year ended November 30, 2004.
This report has been approved by all of the members of the Audit Committee
(whose names are listed below), each of whom has been determined to be
independent as defined in the New York Stock Exchange's listing standards.
Malcolm W. MacNaught (Chairman)
Robert A. Pilkington
A. Michael Rosholt
B-1
APPENDIX C
PROPOSED REVISED BYE-LAW PROVISIONS
(as excerpted)
1. REVISED BYE-LAW 5
MODIFICATION OF RIGHTS
5. Subject to the Companies Acts, all or any of the special rights for the
time being attached to any class of shares for the time being issued may
from time to time (whether or not the Company is being wound up) be
altered or abrogated with the consent in writing of the holders of not
less than seventy five percent (75%) of the issued shares of that class
or with the sanction of a Resolution passed at a separate general
meeting of the holders of such shares voting in person or by proxy. To
any such separate general meeting, all the provisions of these Bye-Laws
as to general meetings of the Company shall mutatis mutandis apply, but
so that the necessary quorum shall be one third of persons holding or
representing by proxy any of the shares of the relevant class, that
every holder of shares of the relevant class shall be entitled on a poll
to one vote for every such share held by him and that any holder of
shares of the relevant class present in person or by proxy may demand a
poll.
2. REVISED BYE-LAW 32
NOTICE OF GENERAL MEETINGS
32. An Annual General Meeting shall be called by not less than thirty (30)
days notice in writing and a Special General Meeting shall be called by
not less than thirty (30) days notice in writing. The notice shall be
exclusive of the day on which it is served or deemed to be served and of
the day for which it is given, and shall specify the place, day and time
of the meeting, and, the nature of the business to be considered. Notice
of every general meeting shall be given in any manner permitted by
Bye-Laws 99 and 100 to all Shareholders other than such as, under the
provisions of these Bye-Laws or the terms of issue of the shares they
hold, are not entitled to receive such notice from the Company and every
Director and to any Resident Representative who or which has delivered a
written notice upon the Registered Office requiring that such notice be
sent to him or it.
Notwithstanding that a meeting of the Company is called by shorter
notice than that specified in this Bye-Law, it shall be deemed to have
been duly called if it is so agreed:
32.1 in the case of a meeting called as an Annual General Meeting, by
all the Shareholders entitled to attend and vote thereat; or
32.2 in the case of any other meeting, by a majority in number of the
Shareholders having the right to attend and vote at the meeting,
being a majority together holding not less than ninety-five (95)
percent in nominal value of the shares giving that right.
3. REVISED BYE-LAW 35
PROCEEDINGS AT GENERAL MEETINGS
35. No business shall be transacted at any general meeting unless a quorum
is present when the meeting proceeds to business, but the absence of a
quorum shall not preclude the appointment, choice or election of a
chairman, which shall not be treated as part of the business of the
meeting. Save as otherwise provided by these Bye-Laws, one-third of the
outstanding Shareholders present in person or by proxy and entitled to
vote shall be a quorum for all purposes.
4. REVISED BYE-LAW 58
APPOINTMENT AND REMOVAL OF DIRECTORS
58. The number of Directors shall be not less than two (2) and not more than
fifteen (15) or such numbers in excess thereof as the Company by
Resolution may from time to time determine. At least a majority of such
Directors shall be persons who are not "Interested Persons," as defined
by the Investment Company Act. Subject to the Companies Acts and these
Bye-Laws, the Directors shall be elected or appointed by Shareholders
and shall serve for such term as the Company by Resolution may
determine, or in the absence of such determination, until the
termination of the next Annual General Meeting following their
appointment. All Directors, upon election or appointment (except upon
re-election at an Annual General Meeting), must provide written
acceptance of their appointment, in such form as the Board may think
fit, by notice in writing to the Registered Office within thirty (30)
days of their appointment.
C-1
ASA (Bermuda) Limited
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8641
EDISON, NJ 08818-8641
Your vote is important. Please vote immediately.
Vote-by-Internet
Log on to the Internet and go to
http://www.eproxyvote.com/asa
Follow the easy steps outlined
on the secured website.
Vote-by-Telephone
Call toll-free
1-877-PRX-VOTE (1-877-779-8683)
Follow the easy recorded instructions.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE MARK,
DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
DETACH AND RETURN THE BOTTOM PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
[X] Please mark
votes as in
this example. 0224
VOTE ON PROPOSALS:
ASA (BERMUDA) LIMITED
1. Election of Directors.
FOR WITHHELD
-------- --------
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
For all nominees except as written above
1. R.J.A. Irwin 6. J.G. Inglis
2. H.R. Breck 7. M.W. MacNaught
3. H.M. Conger 8. R.L. McCarthy
4. C.A. Crocker 9. R.A. Pilkington
5. J.C. Farrell 10. A.M. Rosholt
FOR AGAINST ABSTAIN
-------- ------- --------
[ ] [ ] [ ]
2. To appoint Ernst & Young LLP as the
Company's independent auditors for
the fiscal year ending November 30,
2005 and to authorize the Audit
Committee of the Board to set the
auditors' remuneration.
[ ] [ ] [ ]
3. To consider and approve the Amended
and Restated Bye-Laws of the
Company.
Please sign this proxy exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, administrator,
trustee or guardian, please give full title as such.
Signature: ________________________________ Date: _____________
Signature: ________________________________ Date: _____________
DETACH HERE
ASA (BERMUDA) LIMITED
PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
March 3, 2005
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE MARK,
SIGN, DATE, AND RETURN THE PORTION BELOW IN THE ENCLOSED ENVELOPE.
This proxy is being solicited on behalf of the Board of Directors of ASA
(Bermuda) Limited ("Company"). The undersigned hereby appoints as proxies Henry
R. Breck and Lawrence G. Nardolillo, and each of them (with power of
substitution), to vote all of the undersigned's shares in the Company at the
Annual General Meeting of Shareholders to be held on March 3, 2005 at 10:00
a.m., at the offices of UBS, 1285 Avenue of the Americas, 14th Floor, New York,
NY 10020, and any adjournment or postponement thereof ("Meeting"), with all the
power the undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" each proposal relating to the Company, with discretionary power to vote
upon such other business as may properly come before the Meeting.
Please sign exactly as your name appears hereon. If shares are held in the name
of joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE
MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS: [X]