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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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: ____________________________
[INSERT LETTERHEAD OF ASA (BERMUDA) LIMITED]
January [3], 2007
Dear Shareholder,
You are cordially invited to attend the 2007 Annual General Meeting of
Shareholders of ASA (Bermuda) Limited (the "Company"), which will be held on
Thursday, February 8, 2007.
In addition to the election of directors and the ratification of the appointment
of Ernst & Young LLP as the Company's independent auditors for the fiscal year
ending November 30, 2007, you will be asked to consider the following proposals.
o CHANGE THE NAME OF THE COMPANY FROM "ASA (BERMUDA) LIMITED" BACK TO
"ASA LIMITED". The Board believes that reverting to the original name
used prior to the Company's November 2004 reorganization will aid
investors in identifying the Company and associating it with the
Company's established investor reputation.
o ADOPT CERTAIN AMENDMENTS TO THE AMENDED AND RESTATED BYE-LAWS OF THE
COMPANY. If the amendments are adopted, the Company would have
explicit authority to (i) issue shares in certificated or
uncertificated form and (ii) deliver notices and documents in any
manner permitted under the rules promulgated by the Securities and
Exchange Commission. The revised Amended and Restated Bye-Laws would
also require that at any adjourned meeting one-third (1/3) of the
outstanding voting securities of the Company entitled to vote at the
meeting would constitute a quorum for purposes of conducting a
shareholder meeting.
The first amendment to the Amended and Restated Bye-Laws is necessitated by
recent changes to the listing standards of the New York Stock Exchange which
require all listed equity securities to be eligible for a direct registration
system ("DRS") operated by a securities depository. DRS offers investors the
ability to register their shares in "book entry" form without having a physical
certificate issued. While the Company intends to continue to offer share
certificates, it would have the flexibility to offer investors the option to
register their shares electronically, either through the Company or its transfer
agent. The second amendment is being proposed to permit the Company to take
advantage of changes to the proxy rules which would permit public companies to
furnish proxy materials to shareholders by sending a notice indicating that the
issuer's proxy materials are available on a specified website and posting the
proxy materials on that website. If the Company elects to use this method of
delivery, shareholders will be able to elect to permanently receive all proxy
materials in paper or by email with respect to all proxy solicitations conducted
by the Company. The final amendment increases the quorum requirement for any
adjourned meeting so that it is the same as the quorum required for any meeting
of shareholders. The increased quorum requirement will positively affect the
rights of shareholders of the Company.
THE BOARD HAS CONSIDERED EACH PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR EACH PROPOSAL. 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,
[INSERT SIGNATURE]
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
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FEBRUARY 8, 2007
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of
Shareholders of ASA (Bermuda) Limited (the "Company") will be held on Thursday,
February 8, 2007, at 10:00 a.m., Eastern Time, at the offices of UBS, 1285
Avenue of the Americas, 14th Floor, New York, NY, 10019, for the purpose of
considering and acting upon the following business:
1. To elect the Company's Board of Directors.
2. To ratify the appointment of Ernst & Young LLP, an independent
registered public accounting firm, as the Company's independent
auditors for the fiscal year ending November 30, 2007 and to
authorize the Audit Committee to set the independent auditors'
remuneration.
3. To change the name of the Company from "ASA (Bermuda) Limited"
back to "ASA Limited".
4. To amend the Amended and Restated Bye-Laws of the Company.
5. Such other business as may properly come before the Meeting or
any adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOR OF EACH OF THE PROPOSALS.
During the Meeting, management also will present the Company's audited
financial statements for the fiscal year ended November 30, 2006.
The Board of Directors has fixed the close of business on December 22, 2006
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,
[INSERT SIGNATURE]
Paul K. Wustrack, Jr.
Secretary
January [3], 2007
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 EACH PROPOSAL. 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:
o by telephone, with a toll-free call to [1-877-PRX-VOTE
(1-877-779-8683)];
o through the Internet, at [http://www.eproxyvote.com/asa,] and by
following the instructions on the site; or
o in person at the Meeting.
If you have any questions or need additional information, please contact
D.F. King & Co., Inc., the Company's proxy solicitors, toll-free at
[1-800-901-0068].
If we do not receive your voting instructions after our original mailing,
you may be contacted by the Company or by D.F. King & Co., Inc. The Company or
D.F. King & Co., Inc. will remind you to appoint a proxy.
If you hold your shares in "street name" through a broker, bank or other
nominee, you should contact your nominee with your instructions for attendance
or voting at the meeting. If you hold your shares in street name, and you wish
to vote in person at the Meeting, you must request your broker or nominee to
provide you with a legal proxy in order to vote your shares 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
FEBRUARY 8, 2007
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 Thursday,
February 8, 2007, at 10:00 a.m. Eastern Time, at the offices of UBS, 1285 Avenue
of the Americas, 14th Floor, New York, NY, 10019. (The Meeting and any
adjournment(s) or postponement(s) of the Meeting are referred to herein as the
"Meeting.") 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.
On November 19, 2004 ASA Limited ("ASA"), a South African public limited
liability company and the predecessor company to the Company, was reorganized
into the Company, a Bermuda exempted limited liability company. Certain
information in this proxy statement relates to ASA as the predecessor company.
The expense of preparing, assembling, printing and mailing the proxy
statement, proxy card and any other 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, directors and officers of the Company may solicit proxies
by telephone, electronic communications or personal contact, for which they will
not receive any additional compensation. The Company will retain D.F. King &
Co., Inc., New York, NY to aid in the solicitation of proxies. Such solicitation
will primarily be by mail and telephone, the costs of which are expected to be
approximately $15,000, plus out-of-pocket costs for printing and mailing. 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 materials to the beneficial owners of such
shares. The approximate mailing date of this proxy statement and the proxy card
will be January [5], 2007. The Annual Report of the Company for the fiscal year
ended November 30, 2006, including audited financial statements, accompanies
this proxy statement.
VOTING AT THE MEETING
Only shareholders of record at the close of business on December 22, 2006
(the "Record Date") will be entitled to vote. There are 9,600,000 Common 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 A SHAREHOLDER HAS SIGNED
A PROXY CARD BUT NO INSTRUCTIONS ARE INDICATED, THE PROXIES WILL VOTE FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES NAMED IN THE PROXY CARD; FOR THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2007 AND TO
AUTHORIZE THE AUDIT COMMITTEE TO SET THE INDEPENDENT AUDITORS' REMUNERATION; FOR
THE NAME CHANGE; FOR THE AMENDMENTS TO THE AMENDED AND RESTATED BYE-LAWS; AND,
IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
SHAREHOLDERS HAVE FOUR OPTIONS FOR SUBMITTING THEIR VOTES: (1) BY MAIL, (2)
VIA THE INTERNET, (3) BY PHONE OR (4) IN PERSON AT THE MEETING. IF YOU HAVE
INTERNET ACCESS, WE ENCOURAGE YOU TO RECORD YOUR VOTE ON THE INTERNET AT
[HTTP://WWW.EPROXYVOTE.COM/ASA]. When you vote via the Internet or by telephone,
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. If you hold your
shares through a nominee, your nominee may allow you to vote your shares by
telephone or Internet. Please consult the materials you receive from your
nominee prior to voting by telephone or Internet.
If you have any questions regarding the proposals or need assistance in
voting your shares, please call our proxy solicitor, D. F. King & Co., Inc.,
toll free at [1-800-901-0068].
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the Record Date, the Company is not aware of any person or "group"
(as that term is used in Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") owning of record or beneficially more than 5% of
the Company's outstanding Common Shares except as follows:
NAME AND ADDRESS OF AMOUNT OF PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP* OUTSTANDING SHARES*
Lazard Asset Management LLC 539,339 5.6%
30 Rockefeller Plaza
New York, NY 10112
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* This information is based solely on the Schedule 13F filed by Lazard Asset
Management LLC on October 23, 2006.
QUORUM AND REQUIRED VOTING
One-third (1/3) of the Company's outstanding Common Shares present in
person or by proxy and entitled to vote constitutes a quorum at the 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 chairman of the Meeting may determine.
Assuming that a quorum is present at the Meeting, approval of each proposal
requires the affirmative vote of a majority of votes cast at the Meeting,
whether in person or by proxy. Abstentions and "broker non-votes" (i.e., shares
held by brokers, banks or other nominees as to which (i) instructions have not
been received from the beneficial owner or persons entitled to vote and (ii) the
broker, bank or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is present,
but will have no effect on the vote.
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PROPOSAL 1: ELECTION OF DIRECTORS
Unless contrary instructions are given, the persons named as proxies will
vote such proxies for the election of the nominees listed below to serve as
directors of the Company until the next Annual General Meeting of Shareholders.
At the November 9, 2006 Board meeting, Mr. Ronald L. McCarthy announced his
intention to retire as a director effective the date of the Meeting. The Board
determined not to fill the vacancy resulting from Mr. McCarthy's retirement but
rather to decrease the size of the Board to nine directors. Each nominee was
nominated for election by the Board. Each nominee has consented to being named
in this Proxy Statement and 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 Board
does not anticipate, proxies may be voted at the Meeting for the election of
another person in his stead or the Board may reduce the number of directors as
provided in the Company's Bye-Laws. The following is a list of each nominee, his
age, address, principal occupation and present positions, including any
affiliations with the Company, the length of service with the Company and other
directorships held. Unless otherwise noted, each of the directors has engaged in
the principal occupation listed in the following table for five years or more.
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, 79 Chairman and Treasurer Chairman of the Board of ASA Former director,
since 2003; President from 1993 to 2005; Treasurer of President and Chief
since 2004; Director ASA from 1999 to 2005. Executive Officer of
since 2003 (ASA from Niagara Share Corporation.
1987 to 2005).
INDEPENDENT DIRECTORS**:
Harry M. Conger, 76 Deputy Chairman Chairman and CEO Emeritus of Director of Apex Silver
(non-executive) since Homestake Mining Company. Mines Limited (silver
2004; Director since 2004 mining company).
(ASA from 1984 to 2004).
Henry R. Breck, 69 Director since 2004 Chairman and director of Ark Director of Butler
(ASA from 1996 to 2004). Asset Management Co., Inc. Capital Corporation
(registered investment adviser). (business financing).
Chester A. Crocker, 65 Director since 2004; James R. Schlesinger Professor Director of Universal
(ASA from 1996 to 2004). of Strategic Studies, School of Corporation (tobacco,
Foreign Service, Georgetown lumber and agri-products),
University; President of Crocker First Africa Holdings Ltd.,
Group (consultants). G3 Good Governance Group,
Ltd.; Director of United
States Institute of Peace.
3
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
------- -------------- --------------- -------------------
Joseph C. Farrell, 71 Director since 2004 Retired Chairman, President and Director of Universal
(ASA from 1999 to 2004). CEO of The Pittston Company Corporation (tobacco,
(coal and mining, transportation lumber and agri-products)
and security services) (now The and MaxJet Airways, Inc.
Brinks Company).
James G. Inglis, 62 Director since 2004 Chairman of Melville Douglas Director of Coupon
(ASA from 1998 to 2004). Investment Management (Pty) Ltd. Holdings (Pty) Ltd.
since 2002, Executive Director
prior thereto.
Malcolm W. MacNaught, 69 Director since 2004 Retired Vice President and Director of Meridian Gold
(ASA from 1998 to 2005). Portfolio Manager at Fidelity Inc.
Investments.
Robert A. Pilkington, 61 Director since 2004 Investment banker and Managing Director of Avocet Mining
(ASA from 1979 to 2005). Director of UBS Securities LLC PLC.
and predecessor companies since
1985.
A. Michael Rosholt, 86 Director since 2004 Chairman of the National Business
(ASA from 1982 to 2005). Initiative (South Africa) (non-profit
organization); retired Chairman of
Barlow Rand Limited (financial,
industrial and mining corporation).
-----------------------
(1) The address for each director is c/o LGN Group, LLC, 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 Investment Company Act of 1940, as amended (the "1940
Act"), by reason of being an officer of the Company.
** A director that is not an "interested person" of the Company.
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
4
years, Mr. Wustrack served as Assistant U.S. Secretary of ASA from 2002 to 2005
and as Chief Compliance Officer from 2004 to 2005; 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.
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 in South Africa or 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 retirement benefit equal to 75% of the annual
retainer fee paid to active directors, as adjusted from time to time. Directors
retiring after attaining the age of 70 are entitled to such retirement benefit
for life; directors retiring prior to attaining such age are entitled to such
retirement benefit for the lesser of life or the number of years they served as
a director. Payment of directors' retirement benefits have not been funded by
the Company.
A summary of the compensation and benefits for the directors and officers
of the Company for the fiscal year ended November 30, 2006 is shown below:
PENSION OR
RETIREMENT
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL TOTAL COMPENSATION
NAME OF PERSON COMPENSATION AS PART OF BENEFIT UPON FROM COMPANY PAID
& POSITION FROM COMPANY COMPANY EXPENSES RETIREMENT (1) TO DIRECTORS
---------- ------------ ---------------- -------------- ------------
INTERESTED DIRECTORS:
Robert J.A. Irwin, $479,500 (2) $15,000 (3) $27,000
Chairman, President, Treasurer
and Director
INDEPENDENT DIRECTORS:
Harry M. Conger, $33,000 -- $15,000 $33,000
Director and Deputy Chairman
(non-executive)
Henry R. Breck, $34,000 -- $15,000 $34,000
Director
Chester A. Crocker, $29,000 -- $15,000 $29,000
Director
Joseph C. Farrell, $40,000 -- $15,000 $40,000
Director
5
PENSION OR
RETIREMENT
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL TOTAL COMPENSATION
NAME OF PERSON COMPENSATION AS PART OF BENEFIT UPON FROM COMPANY PAID
& POSITION FROM COMPANY COMPANY EXPENSES RETIREMENT (1) TO DIRECTORS
---------- ------------ ---------------- -------------- ------------
James G. Inglis, $30,000 -- $15,000 $30,000
Director
Malcolm W. MacNaught $30,000 -- $15,000 $30,000
Director
Robert A. Pilkington $31,000 -- $15,000 $31,000
Director
A. Michael Rosholt $31,000 -- $15,000 $31,000
Director
OTHER OFFICER:
Paul K. Wustrack, Jr. $207,917 -- -- $207,917
Secretary and Chief Compliance
Officer
----------------------
(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,
2007.
(2) The company has an unfunded non-qualified pension agreement with Mr. Irwin, pursuant to which the Company
credits amounts to a pension benefit account as determined from time to time by the Board. Through the period
ended November 30, 2006, interest equivalents were credited on amounts credited to the pension benefit account
at an annual rate of 3.5%. Beginning December 1, 2006, interest equivalents will be credited at an annual rate
of 5%. The Company recorded an expense of $65,500 for the total amount credited to the pension benefit account
during the year ended November 30, 2006.
An amount equal to the balance in the pension benefit account will be payable in a lump sum upon termination of
Mr. Irwin's service as an officer of the Company. At November 30, 2006, the Company has recorded liability for
pension benefits due under the agreement of $544,967.
(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 non-qualified pension agreement described in Note (2) above.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of November 30, 2006
regarding the beneficial ownership of Common 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
6
beneficially owned by each director. The Common Shares shown for each individual
and for all directors and executive officers as a group constituted less than 1%
of the Company outstanding Common Shares.
AMOUNT AND NATURE OF AGGREGATE DOLLAR RANGE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) SHARE OWNERSHIP (2)
------------------------ ------------------------ -------------------
INTERESTED DIRECTORS:
Robert J.A. Irwin 3,000(3) Over $100,000
INDEPENDENT DIRECTORS:
Henry R. Breck 1,000(4) $50,001-$100,000
Harry M. Conger 1,100 $50,001-$100,000
Chester A. Crocker 400 $10,001-$50,000
Joseph G. Farrell 1,000 $50,001-$100,000
James G. Inglis None None
Malcolm W. MacNaught 1,000 $50,001-$100,000
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:
------------------------
(1) Each individual has sole voting and investment power over the shares shown opposite his name, except as
otherwise noted.
(2) Valuation as of November 30, 2006.
(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.
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. The Audit Committee
Charter is available on the Company's website at www.asaltd.com. The Audit
Committee currently consists of Messrs. Farrell (Chairman), Breck and MacNaught,
each of whom is an Independent Director (and an independent director as that
term is defined in the rules of the New York Stock Exchange). The
responsibilities of the Audit Committee include overseeing (i) the Company's
accounting and financial reporting policies and practices, (ii) the Company's
internal controls and procedures, and (iii) 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
7
primary function of the Compensation Committee is to make recommendations to the
Board regarding the compensation of officers and the directors of the Company.
The current members of the Ethics Committee are Messrs. Crocker (Chairman),
Breck and Farrell. The primary function of the Ethics Committee is 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. The Nominating Committee acts pursuant to
a written charter which is available on the Company's website at www.asaltd.com.
The responsibilities of the Nominating Committee include (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.
DIRECTOR ATTENDANCE AT MEETINGS
During the fiscal year ended November 30, 2006 there were seven meetings of
the Board, four meetings of the Audit Committee, four meetings of the
Compensation Committee, two meetings of the Nominating Committee, and four
meetings of the Ethics Committee. Each director attended 75% or more of the
meetings of the Board and the Committees on which he served except Messrs.
Inglis and MacNaught.
Although the Company does not have a policy on director attendance at the
Annual General Meetings of Shareholders, directors are encouraged to do so. The
2006 Annual General Meeting of Shareholders was attended by nine of the
Company's ten directors.
SHAREHOLDER COMMUNICATIONS
Shareholders may send written communications to the Company's Board or to
an individual director by mailing such correspondence to the Board or the
individual director, as the case may be, c/o LGN Group, LLC, P.O. Box 269,
Florham Park, NJ 07932 (addressed to the Company). Such communications must be
signed by the shareholder and identify the number of shares held by the
shareholder. Properly submitted shareholder communications will, as appropriate,
be forwarded to the entire Board or to the individual director. Any shareholder
proposal submitted pursuant to Rule 14a-8 under the Exchange Act, must continue
to meet all the requirements of Rule 14a-8. See "Shareholder Proposals" below.
INFORMATION REGARDING THE COMPANY'S PROCESS FOR NOMINATING
DIRECTOR CANDIDATES
The Nominating Committee will recommend to the Board candidates for new or
vacant Board positions based on its evaluation of which 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 Nominating 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 minerals, finance, securities
law, the workings of the securities markets, or investment management; (iv) have
8
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
Nominating Committee's (or the Board's) perceptions about future issues and
needs.
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.
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
Group, LLC, P.O. Box 269, Florham Park, NJ 07932. The shareholder recommendation
must be received at the above address no later than [September 7], 2007. 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 for inclusion in this proxy
statement.
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, during the Company's last fiscal
year, failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act.
ASA EDUCATIONAL TRUST
The ASA Educational Trust (the "Trust") was formed by a Deed of Trust
between ASA, the Company's predecessor, and the original trustees of the Trust
in 1988. The purpose of the Trust is to assist in the education and training of
students in South Africa through the granting of scholarships, bursaries and/or
stipends for use at institutions for secondary and tertiary education. Messrs.
Inglis, Rosholt and Ronald L. McCarthy serve as trustees of the Trust.
During the fiscal year ended November 30, 2006, the Company contributed
$92,873 to the Trust.
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.
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 of Bermuda, 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, an independent registered public accounting firm, to
9
serve as the Company's independent auditors to audit the accounts of the Company
for the fiscal year ending November 30, 2007. 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 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.]
In connection with the audit of the Company's financial statements for the
fiscal year ended November 30, 2006, the Company entered into an engagement
agreement with Ernst & Young which set forth the terms by which Ernst & Young
would perform audit services for the Company. That agreement is subject to
mediation and arbitration procedures and an exclusion of non-monetary, equitable
or punitive damages.
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 for the fiscal years ended November 30, 2006 and November 30,
2005 are set forth below.
FISCAL YEAR 2006 FISCAL YEAR 2005
---------------- ----------------
Audit Fees $85,000 $98,400(1)
Audit-Related Fees -0- 12,000
Tax Fees 5,000 -0-
All Other Fees -0- -0-
------------ ----------------
Total $90,000 $110,400
-------------
(1) Includes $18,400 for audit of ASA.
AUDIT FEES include the aggregate fees billed for professional services
rendered by the independent auditors for the audit of the Company's
annual financial statements and review of the 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 2005 includes fees billed in connection
with the review of Company procedures related to compliance with the
Company's Exemptive Order dated September 20, 2004.
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.
10
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 the fiscal year ended November 30, 2006 and November 30, 2005
were $5,000 and $12,000, 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. During the fiscal year ended November 30, 2006, there
were no services included in Audit Related Fees, Tax Fees and All Other Fees
that were approved by the audit committee pursuant to the de minimis exception
provided in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. Any
individual project that does not exceed $25,000 may be pre-approved by the chair
of the Audit Committee. Any such pre-approval by the chair of the Audit
Committee must be presented to the full Committee at its next scheduled meeting.
Any proposed services exceeding that cost level requires specific pre-approval
by the Audit Committee. 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 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.
PROPOSAL 3: CONSIDERATION OF NAME CHANGE OF THE COMPANY FROM ASA (BERMUDA)
LIMITED TO ASA LIMITED.
When the Company reorganized from a South African company into a Bermuda
exempted limited liability company in November of 2004, it changed its name from
"ASA Limited" to "ASA (Bermuda) Limited". The Board approved the name change so
that the newly formed Bermuda company could be readily distinguished from its
predecessor entity in South Africa. Now that the reorganization is complete and
ASA has substantially completed the winding up of its affairs in South Africa
and will soon be dissolved, the Board believes that the Company should now
operate under its original name. "ASA Limited" is the name that investors have
associated with the Company for many years. The Board believes that reverting to
the original name will aid investors in identifying the Company and associating
it with the Company's established investor reputation. Subject to shareholder
approval, the Company will change its name back to "ASA Limited" only when the
affairs of its predecessor entity in South Africa have been completely wound up.
REQUIRED VOTE: Approval of the name change proposal 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.
11
PROPOSAL 4: CONSIDERATION OF APPROVAL TO AMEND THE AMENDED AND RESTATED
BYE-LAWS OF THE COMPANY.
In August 2006, the Securities and Exchange Commission ("SEC") approved a
change to the New York Stock Exchange listing standards that requires securities
listed on the exchange to be eligible for a Direct Registration System ("DRS")
operated by a securities depository. A DRS allows an investor to establish,
either through the issuer's transfer agent or through the investor's
broker-dealer, a book-entry securities position on the books of the issuer and
to electronically transfer that securities position between the transfer agent
and the broker-dealer through facilities administered by a registered clearing
agency, such as a securities depository. The SEC has stated that a DRS provides
for "more accurate, quicker and more cost-efficient transfers; faster
distribution of sale proceeds; reduced numbers of lost or stolen certificates
and a reduction in the associated certificate replacement costs". Currently
Depository Trust Company is the only registered clearing agency operating a DRS.
On and after January 1, 2008, all equity securities listed on the New York Stock
Exchange will be required to be DRS eligible.
In order to comply with this new requirement, management proposes to amend
the Company's Amended and Restated Bye-Laws to explicitly provide the Company
the authority to issue both certificated and uncertificated shares. While the
Company intends to continue to offer share certificates, it would have the
flexibility to offer investors the option to register their shares
electronically, either through the Company or its transfer agent. The amendment
also explicitly grants the Board the authority to impose such terms and
conditions as it may deem appropriate concerning the issue, transfer and
registration of any uncertificated shares or certificates for shares of the
Company.
The second substantive amendment revises the Amended and Restated Bye-Laws
to provide the Company the flexibility to deliver notices and documents to
shareholders in any manner permitted under the rules promulgated by the SEC. In
December 2006 the SEC adopted amendments to the proxy rules that permit, but not
require, public companies to furnish proxy materials to shareholders by sending
a notice indicating that the issuer's proxy materials are available on a
specified website and posting the proxy materials on that website. If the
Company elects to use this method of delivery, shareholders will be able to
elect to permanently receive all proxy materials in paper or by email with
respect to all proxy solicitations conducted by the Company. The amended
Bye-Laws would also permit the Company to take advantage of any future rule
amendments by the SEC relating to document delivery requirements.
The third substantive amendment raises the quorum required at any adjourned
meeting from one shareholder to one third (1/3) of the outstanding voting
securities of the Company entitled to vote at the meeting present in person or
by proxy. The increased quorum requirement is the same as the quorum required
for any meeting of the Company's shareholders and is closer to the corporate
governance standards that most of the Company's shareholders in the United
States are accustomed to and will positively affect the rights of shareholders
of the Company.
The Bye-Law provisions that would be changed in the Amended and Restated
Bye-Laws are provided in Appendix B hereto.
In addition, the Amended and Restated Bye-Laws will be revised to correct
minor non-substantive errors in the document such as cross reference errors.
These revisions will not affect the rights of shareholders or substantively
alter the Amended and Restated Bye-Laws.
REQUIRED VOTE: Approval of the proposal to amend the Amended and Restated
Bye-Laws requires the affirmative vote of a majority of the votes cast at the
Meeting.
12
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR PROPOSAL NO. 4.
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, 2006 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.
ADDITIONAL INFORMATION
The principal executive office of the Company is located at 11 Summer
Street, 4th Floor, Buffalo, NY 14209. The Company does not have an outside
investment adviser.
LGN Group, LLC provides certain administrative and shareholder services to
the Company. LGN Group, LLC is located at 140 Columbia Turnpike, 2nd Floor,
Florham Park, NJ 07932.
Kaufman Rossin Fund Services, LLC, located at 2699 South Bayshore Drive,
9th Floor, Miami, FL 33133, provides accounting services to the Company.
SHAREHOLDER PROPOSALS
In order for a shareholder proposal to be included in the proxy statement
and proxy for the 2007 Annual General Meeting the proposal must be received no
later than [September 7], 2007.
Under Rule 14a-4 of the Exchange Act, a shareholder who wishes to present a
proposal for consideration at the 2008 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 [November 21], 2007. If notice for
such proposal is not received by [November 21], 2007, management proxies may use
their discretionary authority to vote on such proposal. Bermuda law provides
that only registered 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 (ASA
(Bermuda) Limited, Canon's Court, 22 Victoria Street, Hamilton HM 12, Bermuda)
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 as proxies will vote
thereon in accordance with their best judgment.
ASA (Bermuda) Limited
[INSERT SIGNATURE]
Robert J.A. Irwin, Chairman of the Board, President
and Treasurer
January [3], 2007
13
APPENDIX A
AUDIT COMMITTEE REPORT
ASA (BERMUDA) LIMITED
The Audit Committee of the Board of Directors of ASA (Bermuda) Limited (the
"Company") was created to assist the Board of Directors in its oversight of
matters relating to accounting and financial reporting, internal control over
financial reporting, the integrity, quality and objectivity of the Company's
financial statements and the independent audit thereof, the Company's
independent auditors, and certain legal and regulatory compliance. Management is
responsible for the preparation, presentation and integrity of the Fund's
financial statements and 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. Members of the Audit Committee rely without independent
verification on the information provided and the representations made to them by
management and Ernst & Young LLP, the Company's independent auditors.
The Audit Committee has reviewed the Company's audited financial statements
for the fiscal year ended November 30, 2006. 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 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 upon this review and related discussions, and subject to the limitation on
the role and responsibilities of the Audit Committee set forth in the Audit
Committee Charter, 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, 2006.
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.
January [2], 2007
Joseph C. Farrell (Chairman)
Henry R. Breck
Malcolm W. MacNaught
A-1
APPENDIX B
PROPOSED REVISED BYE-LAW PROVISIONS
(AS EXCERPTED)
CERTIFICATES
10. The Shares of the Company may be represented by certificates or be
uncertificated. Unless otherwise determined by the Board, required by applicable
law, or the rules of the stock exchange on which the Company's shares are
traded, each Shareholder shall, upon becoming the holder of any share, be
entitled to a certificate representing the number of shares owned by such
Shareholder (and, on transferring a part of his holdings, to a certificate for
the balance). The Company shall be under no obligation to complete and deliver a
share certificate unless requested to do so by any such person. In the case of a
share held jointly by several persons, delivery of a certificate to one of
several joint holders shall be sufficient delivery to all. The Board shall have
power and authority to impose such terms and conditions as it may deem
appropriate concerning the issue, transfer and registration of any
uncertificated shares or certificates for shares of the Company. The
certificates for shares of the Company shall be in such form, not inconsistent
with the Companies Act, as shall be approved by the Board.
11. If a share certificate is defaced, lost or destroyed, it may be replaced
without fee but on such terms (if any) as to evidence and indemnity and to
payment of the costs and out of pocket expenses of the Company in investigating
such evidence and preparing such indemnity as the Board may think fit and, in
case of defacement, on delivery of the old certificate to the Company.
12. All certificates for share or loan capital or other securities of the
Company (other than letters of allotment, scrip certificates and other like
documents) shall, except to the extent that the terms and conditions for the
time being relating thereto otherwise provide, be issued under the Seal. The
Board may by resolution determine, either generally or in any particular case,
that any signatures on any such certificates need not be autographic but may be
affixed to such certificates by some mechanical means or may be printed thereon
or that such certificates need not be signed by any persons. In case any officer
who has signed or whose facsimile signature has been placed upon a certificate
shall cease to be such officer before such certificate is issued, it may
nevertheless be issued and delivered by the Company with the same effect as if
he or she were such officer, transfer agent or registrar at the date of issue.
SERVICE OF NOTICES AND OTHER DOCUMENTS
99. Any notice or other document (including a share certificate) may be served
on or delivered to any Shareholder by the Company either personally; by sending
it through the post (by airmail where applicable) in a pre-paid letter addressed
to such Shareholder at his address as appearing in the Register; by sending it
by courier to such registered address; by sending it by email to an address
supplied by such Shareholder for the purpose of the receipt of notices or
documents in electronic form; by delivering it to or leaving it at such address
as appears in the Register for such Shareholder; or in any other manner
permitted under the rules promulgated by the United States Securities and
Exchange Commission from time to time. In the case of joint holders of a share,
service or delivery of any notice or other document on or to one of the joint
holders shall for all purposes be deemed as sufficient service on or delivery to
all the joint holders. Any notice or other document if sent by post shall be
deemed to have been served or delivered forty-eight (48) hours after it was put
in the post, and when sent by courier, twenty-four (24) hours after sending or,
when sent by email, twelve (12) hours after sending and in proving such service
or delivery, it shall be sufficient to prove that the notice or document was
B-1
properly addressed and stamped and put in the post, sent by courier or sent by
email, as the case may be.
100. Notwithstanding Bye-law 99 above, any notice of a general meeting of the
Company shall be deemed to be duly given to a Shareholder, or other person
entitled to it, if it is sent to him by courier, cable, telex, telecopier, email
or other mode of representing or reproducing words in a legible and
non-transitory form at his address as appearing in the Register or any other
address given by him to the Company for this purpose. Any such notice shall be
deemed to have been served twenty-four (24) hours after its despatch, when sent
by courier, cable, telex or telecopier and twelve (12) hours after its despatch
when sent by email.
PROCEEDINGS AT GENERAL MEETINGS
36. If within five minutes (or such longer time as the chairman of the meeting
may determine to wait) after the time appointed for the meeting, a quorum is not
present, the meeting, if convened on the requisition of Shareholders, shall be
dissolved. In any other case, it shall stand adjourned to such other day and
such other time and place as the chairman of the meeting may determine and at
such adjourned meeting one third of the outstanding shares present in person or
by proxy and entitled to vote shall be a quorum. The Company shall give not less
than five (5) days notice of any meeting adjourned through want of a quorum and
such notice shall state that one third of the outstanding shares present in
person or by proxy and entitled to vote shall be a quorum.
B-2
ASA (BERMUDA) LIMITED
PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
FEBRUARY 8, 2007
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE MARK, SIGN,
DATE AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ASA
(BERMUDA) LIMITED (THE "COMPANY"). The undersigned hereby appoints as proxies
Paul K. Wustrack, Jr. 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 February 8, 2007 at 10:00
a.m., at the offices of UBS, 1285 Avenue of the Americas, 14th Floor, New York,
NY 10019, and any adjournment or postponement thereof (the "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, 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 title and authority. 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
POSTAGE-PAID ENVELOPE.
SEE REVERSE SEE REVERSE
SIDE SIDE
ASA (BERMUDA) LIMITED
C/O COMPUTERSHARE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
-------------------
-------------------
YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
VOTE-BY-INTERNET [COMPUTER VOTE-BY-TELEPHONE [TELEPHONE
GRAPHIC GRAPHIC
OMITTED] OMITTED]
LOG ON TO THE INTERNET AND GO CALL TOLL-FREE
TO [1-877-PRX-VOTE (1-877-779-8683)]
[HTTP://WWW.EPROXYVOTE.COM/ASA] OR
IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL
YOUR PROXY CARD.
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
POSTAGE-PAID ENVELOPE.
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
[X] PLEASE MARK
VOTES AS IN
THIS
EXAMPLE.
--------------------------------------
ASA (BERMUDA) LIMITED
--------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" PROPOSAL 1. VOTE "FOR" PROPOSAL 2.
1.Election of Directors. 2. To ratify the appointment of Ernst FOR AGAINST ABSTAIN
NOMINEES: (01) R.J.A. Irwin, (02) & Young LLP as the Company's
H.R. Breck, (03) H.M. Conger, independent auditors for the [ ] [ ] [ ]
(04) C.A. Crocker, (05) J.C. Farrell, fiscal year ending November 30,
(06) J.G. Inglis, 2007 and to authorize the Audit
(07) M.W. MacNaught, (08) R.A. Committee of the Board to set the
Pilkington, (09) A.M. Rosholt independent auditors' remuneration.
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSAL 3.
[ ] ________________________________________
For all nominees except as written above FOR AGAINST ABSTAIN
3. To change the name of the Company [ ] [ ] [ ]
from "ASA (Bermuda) Limited" back
to "ASA Limited".
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSAL 4.
FOR AGAINST ABSTAIN
4. To amend the Amended and Restated
Bye-Laws of the Company. [ ] [ ] [ ]
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED.
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:__________