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

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1 BOUSSARD & GAVAUDAN HOLDING LIMITED a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registration number APRIL 2013 STATEMENT Total value of the investments of BGHL based on the final NAV for the Euro & Sterling ordinary shares * 563 million as of 30 April 2013 NAV per share Euro ordinary share Sterling ordinary share BGHL s portfolio The proceeds of the initial and secondary public offerings have been invested into the Sark Fund (net of a certain amount retained by BGHL for working capital requirements and other requirements). Since 1 November 2010, BGHL is invested into the BG Fund (formerly known as Boussard & Gavaudan Fund). In addition to having substantially 100% of its assets under management invested into the BG Fund, BGHL has other investments. Euro Shares Sterling Shares Shares issued 36,926,082 1,205,925 Shares held in treasury 439,196 - Shares outstanding 36,486,886 1,205,925 A. BG FUND Note that trade examples detailed in each strategy below are among the best and worst performances of the month. COMMENTARY AND HIGHLIGHTS The Eurostoxx 50 ended April up 3.4% while stock market volatility remained at March levels: the VDAX ended at 16.0% and the VStoxx at 20.3%. The Crossover S19 tightened further this month, finishing at 395bps (90bps of tightening). Volatility strategies Convertible bond arbitrage Convertible bonds (excl. mandatories) were flat this month.. * The total value of the investments of BGHL is based on the final NAV for the euro and sterling shares and the currency exchange rate for the Sterling vs. Euro. 1

2 There was no primary activity on the European convertible market this month, with limited liquidity on the secondary market. Danone reached its trigger level and the exchangeable Eurazeo / Danone 2014 was called. Some interesting trading opportunities arose with outright net sellers before conversion. We estimate that approximately 6.5bn of cash will flow back to investors in the next two months from conversions, calls, puts and redemptions. In April, this amounted to 2.9bn. Outright investors will likely want to reinvest those proceeds into convertibles quickly. In m Date ISIN Name Comments Ccy Amount Eq EUR 07-Apr-13 FR Altran 6.72% 2018 Recall EUR Apr-13 XS Nero / TUI Travel Conversion EUR Apr-13 XS BES/Bradesco 1.625% 2013 Conversion USD Apr-13 FR Eurazeo / Danone 6.25% 2014 Recall EUR Apr-13 CH Pargesa 1.7% 2013 Redemption CHF Apr-13 XS Vedanta 4% 2017 Put USD ,958 To come: In M Date ISIN Name Comments Ccy Amount Eq EUR 19-May-13 XS BES / EDP 3% 2015 Put EUR Jun-13 US549463AH07 Alcatel Lucent 2.75% 2025 Put USD Exp. May-13 XS Industrivarden 2.5% 2015 Conversion EUR Jun-13 DE000A0Z2QN0 KFW / Dpost 0.75% 2014 Recall EUR May-13 DE000A0N30U8 SGL 0.75% 2013 Redemption EUR Apr-13 XS JazzTel 9.75% 2013 Redemption EUR May-13 XS Soco 4.5% 13 Redemption USD May-13 XS BES / EDP 3% 2015 Put EUR May-13 XS Talvivaara 5.25% 2013 Redemption EUR Jun-13 DE000A0E9DE7 KFW / DTE 3.25% 2013 Redemption EUR 3,300 3,300 6,490 As anticipated, the Jazztel 9.75% 2013 bond came to maturity on 29 April Mandatory Convertible Bond Arbitrage Mandatory convertible bonds contributed positively this month thanks to the Volkswagen position which continued to gravitate towards fair value. There were no significant flows or new issues this month. Gamma Trading As stated in previous newsletters, we continued to mostly trade naked equity options in equity strategies to express our directional views and benefit from current low volatility levels. Therefore, from a gamma/theta standpoint, the book was kept to a minimum, as the fund is already well protected by the extensive use of options in the equity strategies. Gamma trading has been flat this month compensating theta, thanks to some earnings situations and to volatility in the utility sector following carbon price discussions. We continuously monitor the situation in order to raise our gamma exposure, should our downside risk increase. 2

3 Equity strategies Following an initial pullback at the beginning of the month and weaker US employment data, European equity markets rallied at the end of April and the Eurostoxx 50 finished up 3.4%. Markets were helped by the aggressive QE announced by Japanese authorities, the Italian political deadlock resolution and the anticipation that on weaker German data, the ECB would adopt a more accommodative policy (as was confirmed on 2 May when Mario Draghi announced a decrease in the refinancing rate from 0.75% to 0.50%). This translated into a strong outperformance of peripheral Europe (FTSEMIB +9.3%, IBEX +6.3%) versus Northern/core Europe (DAX +1.5%, FTSE +0.3%). In this environment, our equity portfolio returned negatively as we kept a very cautious positioning. The loss came primarily from the short positions hedging our long standing core positions. We intend to remain vigilant but are looking to increase the use of options, with current low volatility levels, to be in a position to benefit from further market rallies. We are also trying to focus our portfolio on situations where we could see a short-term catalyst. Our financials portfolio performed well in April. We particularly benefited from our short position in Commerzbank: in March, the bank announced it would raise 2.5bn via a rights issue in Q2 to repay the remaining state capital and other hybrids. At current market prices, this represents over 40% of Commerzbank s market cap and, given the German government s decision not to take up its 25% pro rata share of the offering, the stock significantly underperformed due to the overhang and dilution. We have now closed this position. We also benefited from our investment in Deutsche Bank on the back of strong Q1 results and a very successful stock placement to finally put their Basel 3 capital position beyond doubt. Credit strategies Credit strategies contributed positively this month. Credit long / short April proved to be a strong month for the European credit market. Technical backdrops and accomodative policies from central banks continue to outweigh fundamentals and a weaker economy. Early macroeconomic concerns fuelled by the Cyprus and Italian elections proved short-lived. In that context the Crossover index has been reaching the 400bps level for the first time since July 2011, to close at 395bps. In a low volatility environment, the European primary market remained fairly active. In financials, it was worth noting that BBVA, a peripheral bank - albeit a national champion - issued the first new CRD IV compliant Tier 1 structure with fully discretionary coupons and equity conversion upon CT1 triggers. The success of this deal could open the path for this new asset class, with several banks already announcing their willingness to come to the market in coming weeks/months (incl. UK banks, Deutsche Bank). In the insurance space, French life insurer AG2R La Mondiale attracted more than US$4.5bn of demand across Asia and Europe for its US$600m, 7.625%, PerpNC6, new subordinated issue. On the back of successful refinancing from La Mondiale, our long position in Groupama subordinated instruments contributed positively. The insurance sector continued to outperform, particularly helped by the strong tightening observed in European sovereign rates. European high yield primary markets were not showing any sign of indigestion for the moment despite 31.5bn issuance YTD (+32% year-on-year). Our long position in Solocal (Pages Jaunes) benefited from the company's Q1 release on 24 April, with results slightly above consensus estimates. The management reiterated that debt reduction was a priority. Capital structure arbitrage As discussed last month, market discrepancies between equity and credit led us to increase some positions to our target size whilst maintaining a well-balanced portfolio between long credit-long put and short credit-long equity trades. 3

4 The performance of the capital structure arbitrage strategy in April was generated in the second part of the month by our long credit-long put trades which performed very well (and more than recovered from last month s loss), as credit significantly outperformed equity. In this environment, our short credit-long equity trades remained quite resilient and posted limited losses. Trading Trading contributed negatively this month. B. INVESTMENTS OTHER THAN BG FUND On top of its investment in BG Fund, BGHL is invested into other investments. Rasaland BGHL entered into Rasaland in June 2008 for $10 million. Rasaland is a Maltese company structured as a private equity fund in terms of fees and organisation, which is dedicated to investing in land, land development and high-end resort developments in Mexico. The EUR/USD exposure is hedged by an FX forward which is rolled on a 3 month basis. DSO Interactive DSO (EUR 932,000) has been sold in March at the price at which it was marked in our books at year-end as scheduled. Compagnie des Minquiers On 3 March 2011, Compagnie des Minquiers SAS, a 83.3%-owned subsidiary of BGHL (held jointly with the executive committee members of the Cofigeo group) acquired 100% of the shares of MPF (renamed Financière des Minquiers), a holding company, holding 26,523 shares in Cofigeo negotiated on the regulated market NYSE Euronext in Paris representing approximately 36% of capital and 41% of voting rights. On 29 March 2011, in compliance with French securities law, Compagnie des Minquers filed a mandatory tender offer for all the remaining shares of Cofigeo at a price of 530. On 20 June 2011, following the completion of the offre publique de retrait on Cofigeo, Compagnie des Minquiers SAS announced that it held 100% of the capital of Cofigeo. With sales of 138 million and approximately 650 employees, Cofigeo is a leading player in France in the canned food industry. The group sells prepared meals and sauces under the brands Zapetti (formerly Buitoni) and Raynal & Roquelaure as well as under private labels. It ranks #2 in France with a market share of approximately 25%. BGHL s total investment in the transaction amounts to approximately 18 million. Listed equity The Company has a small investment in a listed security representing approximately 5.1 million as of 30 April As of 30 April 2013, the net asset value of the other investments outside BG Fund represents approximately 6% of the net asset value of BGHL. C. BOUSSARD & GAVAUDAN MANAGEMENT UPDATE Transaction in the Company's securities Please note that transactions in the Company's securities that have been performed by officers, directors and persons referred to in the section 5:60 of the Financial Supervision Act ("Wft") are reported: directly on the AFM website: (public database > notification > insider-transactions 5:60 wft); 4

5 on the Company s website through a link to the AFM notification: (Investment Manager > Regulatory information). Transactions in the Company s own securities are also reported on: the AFM website: (public database > notification > price-sensitive press releases); the Company s website: (Investor Relations > Financial announcements). BG Fund AUM As of 1 May 2013, assets under management are at 1.13bn. Sincerely, E. Boussard & E. Gavaudan Contact information Boussard & Gavaudan Asset Management, LP 9-10 Savile Row London W1S 3PF - United Kingdom 5

6 Disclaimer The Company is established as a closed-ended investment company domiciled in Guernsey. The Company has received the necessary approval of the Guernsey Financial Services Commission and the States of Guernsey Policy Council. The Company is registered with the Dutch Authority for the Financial Markets as a collective investment scheme pursuant to article 2:73 in conjunction with 2:66 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). The shares of the Company (the "Shares") are listed on Euronext Amsterdam. The Shares are also listed on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange plc's main market for listed securities. This is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Neither the Company nor BG Fund has been, and neither will be, registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition the securities referenced in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"). Consequently any such securities may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, US persons except in accordance with the Securities Act or an exemption therefrom and under circumstances which will not require the issuer of such securities to register under the Investment Company Act. No public offering of any securities will be made in the United States. You should always bear in mind that: - all investment is subject to risk; - results in the past are no guarantee of future results; - the investment performance of BGHL may go down as well as up. You may not get back all of your original investment; and - if you are in any doubt about the contents of this communication or if you consider making an investment decision, you are advised to seek expert financial advice. This communication is for information purposes only and the information contained in this communication should not be relied upon as a substitute for financial or other professional advice. VC