LAZARD WORLD TRUST FUND

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular or the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom. If you have sold or otherwise transferred all of your Shares or Depository Interests please send this Circular (incorporating the Notice of Extraordinary General Meeting and other accompanying documents) as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. LAZARD WORLD TRUST FUND (a company organised under the laws of the Grand Duchy of Luxembourg as a société d'investissement à capital fixe under the form of a société anonyme with registered address at 49 avenue J.F. Kennedy, L Luxembourg and registered with the Luxembourg register of commerce and commercial companies under number B37.154) Proposals regarding the future of the Company and Notice of Extraordinary General Meeting Notice of an Extraordinary General Meeting of the Company to be held at 3.00 p.m. CET on 11 January 2019 is set out at the end of this Circular. The Proposals described in this Circular are conditional upon Shareholder approval of the Resolutions to be proposed at the Extraordinary General Meeting. Shareholders are requested to complete and return their Form of Proxy for the Extraordinary General Meeting as soon as possible. A Form of Proxy completed for the Extraordinary General Meeting will remain valid for the Reconvened EGM unless expressly revoked. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to State Street Bank Luxembourg S.C.A. (for the attention of the Domiciliary Department) at 49, avenue J.F. Kennedy, L-1855 Luxembourg so as to arrive not later than 3.00 p.m. CET on 9 January 2019 and for use in connection with the Reconvened EGM, so as to arrive not later than 3.00 p.m. on 12 February DI Holders are requested to complete and return their Form of Direction for the Extraordinary General Meeting as soon as possible. A Form of Direction completed for the Extraordinary General Meeting will remain valid for the Reconvened EGM unless expressly revoked. To be valid, the Form of Direction must be completed and returned in accordance with the instructions printed thereon to Link Market Services Trustees Limited at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 3.00 p.m. on 4 January 2019 or by no later than 3.00 p.m. on 8 February 2019 in respect of the Reconvened EGM.

2 CONTENTS EXPECTED TIMETABLE... 1 PART 1 LETTER FROM THE CHAIRMAN... 2 PART 2 EXISTING INVESTMENT OBJECTIVE AND INVESTMENT POLICY PART 3 DEFINITIONS NOTICE OF EXTRAORDINARY GENERAL MEETING FORM OF PROXY LETTER OF REPRESENTATION FORM OF DIRECTION... 23

3 EXPECTED TIMETABLE Circular posted to Shareholders and DI Holders 20 December 2018 Latest time and date for receipt of Forms of Direction from DI Holders Latest time and date for receipt of Forms of Proxy from Shareholders 4 January January 2019 Extraordinary General Meeting to approve the Proposals 3.00 p.m. on 11 January 2019 Announcement of the results of the Extraordinary General Meeting 14 January 2019 If the quorum requirements are not met at the Extraordinary General Meeting in respect of the resolution to adopt the Compulsory Redemption Mechanism: First publication of notice of Reconvened EGM 14 January 2019 Second publication of notice of Reconvened EGM 30 January 2019 Reconvened EGM 3.00 p.m. on 4 February 2019 Announcement of the results of the Reconvened EGM 5 February 2019 Notes: (1) The times and dates set out in the Expected Timetable above and mentioned throughout this Circular may be adjusted by the Company without further notice. If any of the above times and dates change, the revised time(s) and/or date(s) will be notified, as required, to the UK Listing Authority and the London Stock Exchange and, where appropriate, to Shareholders and DI Holders. (2) All references to times in this Circular are to CET (Central European Time). Page 1

4 PART 1 Letter from the Chairman LAZARD WORLD TRUST FUND (a company organised under the laws of the Grand Duchy of Luxembourg as a société d'investissement à capital fixe under the form of a société anonyme with registered number B37.154) Directors: Registered Office: Mr Philip R. McLoughlin (Chairman) Mr Duncan Budge Mr James A. Cave Mr Howard Myles Mr Tony C. Morrongiello 49, avenue J.F. Kennedy L-1855 Luxembourg Luxembourg 20 December 2018 Dear Shareholder or DI Holder Proposals regarding the future of Lazard World Trust Fund (the "Company") 1 Introduction At its annual general meeting held on 20 September 2018 ("2018 AGM"), the Company sought shareholder approval to continue in existence (the "Continuation Resolution") as it is required to do annually pursuant to the Company's articles of incorporation ("Articles"). In order to be passed, and for the Company to continue in existence, in excess of 50 per cent. of the votes cast on the Continuation Resolution needed to be cast in favour of continuing the Company. As announced following the 2018 AGM, the Continuation Resolution was not passed and since then the Company, together with its advisers, has consulted with Shareholders in order to inform the proposals to be put forward by the Board for the Company's future. As a result of this consultation process, and as announced on 8 November 2018, the Board is proposing to effect a managed wind-down of the Company through the adoption of a revised investment policy pursuant to which the Company will seek to realise its assets in a controlled and orderly manner with a view to achieving a balance between (i) a timely return of cash to Shareholders at such times and in such manner as the Board may (in its absolute discretion) determine; and (ii) maximising the realisation value of the assets comprising the Company's portfolio (the "Proposals"). The Company is convening an extraordinary general meeting on 11 January 2019 at 3.00 p.m. (CET) (the "Extraordinary General Meeting"), the sole business of which will be to seek Shareholder approval: 1 to amend the Company's investment policy to enable a controlled, orderly and timely realisation of the Company's assets (the "Divestment Investment Policy"); 2 to approve a reduction of capital of the Company by an amount so as not to reduce the the total net assets of the Company below 1,250,000, and to authorise the Board to give effect to such capital reduction by way of compulsorily redeeming Shares on a pro rata basis at the Board's discretion from time to time as cash is realised through the implementation of the Divestment Investment Policy, as contemplated in this Circular (the "Compulsory Redemption Mechanism"); and Page 2

5 3 to grant authority for the Shares redeemed pursuant to the Compulsory Redemption Mechanism to be cancelled and for the Articles to be amended to reflect the changes to the Company's share capital following each redemption, together, the "Resolutions". The purpose of this Circular is to provide details of the rationale behind the Proposals and explain the reasons why the Board is recommending that you vote in favour of the Resolutions at the Extraordinary General Meeting, notice of which is set out at the end of this Circular. 2 The Proposals 2.1 Consultation with Shareholders Following the 2018 AGM, the Board, in conjunction with its financial adviser and corporate broker, Cenkos, consulted with Shareholders to ascertain what proposals they would like to see implemented by the Board in light of the failed Continuation Resolution. It was clear from the feedback received through this process that a majority of Shareholders were primarily concerned with realising their investment in a timely and efficient manner. The Board has considered the various options available to the Company at length, together with its advisers, and has sought advice on the likely cost, tax, legal and regulatory implications for the Company and Shareholders for each of such options. The Board has concluded that a managed wind-down of the Company followed by a delisting and liquidation offers the Company and its Shareholders the most cost effective and timely result, for the reasons detailed further at paragraph 4 of this Part 1 of this Circular. The paragraphs below provide further details on the steps required to be taken to give effect to this option. 2.2 Divestment Investment Policy The Company's existing investment objective and policy is set out in Part 2 of this Circular. The Board is proposing that the investment policy be restated as follows: "The Company will seek to realise its assets in a controlled and orderly manner with a view to achieving a balance between (i) a timely return of cash to Shareholders at such times and in such manner as the Board may (in its absolute discretion) determine; and (ii) maximising the realisation value of the assets comprising the Company's portfolio. The Board aims to complete the disposal of substantially all of the Company's assets by 30 April The strategy for realising individual investments will be flexible and may need to be altered to reflect changes in the circumstances of a particular investment or in the prevailing market conditions. The Company will not make new investments. The net proceeds of portfolio realisations will be returned to Shareholders at such times and from time to time and in such manner as the Board may determine (in its absolute discretion). The Board will take into consideration the Company s working capital requirements, the cost and tax efficiency of returns of capital and the requirements of Luxembourg law. Page 3

6 Any cash received by the Company as part of the realisation process but prior to its distribution to Shareholders will be held by the Company in Sterling as cash on deposit and/or as cash equivalents. The Company does not intend to use gearing or seek to hedge long positions or its currency exposure." If the resolution to adopt the Divestment Investment Policy is passed at the Extraordinary General Meeting the Company's existing investment objective and policy will be replaced and the Company will adopt and adhere to the Divestment Investment Policy stated above. No quorum is required in respect of this resolution and the resolution will be adopted by the Extraordinary General Meeting if it is approved by a simple majority of the votes cast. Each Share is entitled to one vote. 2.3 Compulsory Redemption Mechanism The Board believes that the Compulsory Redemption Mechanism, being the mechanism through which Shares may be redeemed, and the reduction of the Share Capital as the Company's investments are realised in accordance with the Divestment Investment Policy, is the most efficient method for returning cash to Shareholders. Upon the adoption of the Compulsory Redemption Mechanism, the Shares will automatically convert into redeemable shares. The Compulsory Redemption Mechanism would enable the Board, in its absolute discretion and from time to time, on any Business Day as the Board may determine (each such date being a "Redemption Date"), to determine that the Company shall compulsorily redeem all or part of the Shares at the Redemption Price (defined below) in order to return realised cash to Shareholders, provided that, subject to applicable law and regulation: each time the amount of cash realised through the implementation of the Divestment Investment Policy reaches an amount equal to 50 million, the Board will effect a redemption pursuant to the procedures below; the latest date for the first Redemption Date shall be the earlier of (i) the date on which an amount equal to at least 50 million has been realised; and (ii) one month from the date of the Extraordinary General Meeting; and the effect of any such redemption does not reduce the Company's net asset value to lower than an amount equal to 1,250,000, being the minimum Net Asset Value the Company is required to maintain under Luxembourg law (the "Minimum Net Asset Value"). Shares would be redeemed from all Shareholders pro rata to their existing holdings of Shares. The "Redemption Price" for each Share to be redeemed on a Redemption Date shall be calculated by: determining the Redemption Net Asset Value at the relevant Redemption Net Asset Value Date; dividing the resulting amount by the number of shares then in issue and deemed to be in issue at the relevant Redemption Net Asset Value Date; and adjusting the resulting total to such number of decimal places as the Board of Directors may determine. Page 4

7 For these purposes, "Redemption Net Asset Value" shall mean the amount (unaudited) determined by the Board as being the value of the assets of the Company less its liabilities (determined in accordance with such policies and procedures as may be adopted by the Board from time to time) including, without limitation, any costs incurred in connection with the redemption of any Shares; and "Redemption Net Asset Value Date" shall mean the date and time by reference to which a valuation is carried out for the purpose of determining the Redemption Net Asset Value and the Redemption Price at which Shares may be redeemed. It is intended that all Shareholders would be treated equally under any compulsory redemptions. Fractional entitlements will be rounded down to the nearest whole Share. Where Shares are held by a nominee, including the Depository, it will be for the nominee to determine how the proceeds of any redemption in respect of the number of Shares entered next to its name on the Register are distributed among the beneficial owners of such Shares. In the case of redemption of some but not all of the issued share capital of the Company, the Board may, in its absolute discretion, determine a minimum cash amount below which a distribution should not be made to a Shareholder and any such undistributed cash amount shall be retained by the Company and dealt with at the Board's discretion. Any amount payable to a Shareholder in connection with the redemption of any Shares shall be paid to that Shareholder generally no later than 14 Business Days after the relevant Redemption Date in Sterling having, to the extent necessary, converted the foreign currency proceeds into Sterling immediately following disposals. Any such amount may, at the option of the Board and at the request of the Shareholder but at its risk and cost (and subject to satisfaction of applicable laws and regulations), be remitted to a bank account notified by the Shareholder. The Company shall not be liable for any loss or damage suffered by the Shareholder or any other person by reason of late settlement, howsoever such loss or damage may arise. The compulsory redemption of any Shares pursuant to the Compulsory Redemption Mechanism shall be deemed to be effective from the close of business on the relevant Redemption Date at which time any Shares which are so redeemed shall be cancelled. Upon the redemption of a Share, other than payment of the Redemption Price, the Shareholder shall cease to be entitled to any rights in respect of such Share which shall be cancelled. Payment of the Redemption Price shall be subject to any requisite official consents first having been obtained and where such consents are outstanding the amount due to each person will be deposited by the Company in a bank for payment to such person upon such consents being obtained. Upon deposit of such Redemption Price, such person shall have no further interest in such Shares or any of them or any claim against the Company in respect thereof except the right to receive the Redemption Price so deposited (without interest) upon such consents as aforesaid being obtained. If any Shares are redeemed compulsorily without provision by the Shareholder of appropriate payment instructions or prior to the receipt of any necessary official consents or other requisite information or documentation, the Board may deposit in a separate bank account the aggregate Redemption Price of all Shares held by the Shareholder which are so redeemed. Upon such deposit the person whose Shares have been so redeemed shall have no interest in or claim against the Company or its assets except the right to receive the monies deposited (without interest) upon receipt of the requisite consents, information or documentation. Assuming the Resolutions to be proposed at the Extraordinary General Meeting (or, if necessary, the Reconvened EGM) are passed, the Board shall be authorised, but not obliged, to effect redemptions of Shares until such time as the Company's Net Asset Value reaches, but is not reduced to lower than the Minimum Net Asset Value. When the Minimum Net Asset Value is reached, or sooner if the Directors (in Page 5

8 their absolute discretion) consider it to be in the best interests of the Company and Shareholders, the Board will convene a second extraordinary general meeting in order to appoint a liquidator to wind-up the Company. Notwithstanding the above, as the Company's assets are realised over time in accordance with the Divestment Investment Policy, the Board will consider with its advisers the most appropriate mechanism for returning surplus cash equitably to Shareholders. The Board intends to seek the most efficient method of returning cash to Shareholders over time and reserves the right to consider methods of returning cash to Shareholders other than the Compulsory Redemption Mechanism from time to time, if the Board (in its absolute discretion) considers that it is in Shareholders' best interests to do so, including making tender offers to purchase Shares. It is intended that all Shareholders will be treated equally in connection with any return of cash by any such alternative means. Following each redemption of Shares in connection with the implementation of the Compulsory Redemption Mechanism, the Company will be required to amend its Articles to reflect the consequential changes to the Company's issued share capital. By voting in favour of the Compulsory Redemption Mechanism described above, Shareholders will be granting authority to the Board to undertake such amendments to article 5 of the Articles, which sets out details of the Company's share capital from time to time, in front of a notary. In the event that the resolution proposing the Divestment Investment Policy is approved at the Extraordinary General Meeting but the resolution to approve the Compulsory Redemption Mechanism is not, the Board will consider alternative methods for distributing cash realised through the implementation of the Divestment Investment Policy. The resolution to be proposed at the Extraordinary General Meeting to approve the Compulsory Redemption Mechanism is conditional on Shareholders approving the adoption of the Divestment Investment Policy. Consequently, if the resolution approving the adoption of the Divestment Investment Policy is not passed at the Extraordinary General Meeting, the Company will be unable to adopt the Compulsory Redemption Mechanism required to effect compulsory redemptions of Shares in order to return realised cash to Shareholders. In such circumstances, the Board will be obliged to consider alternative proposals to propose to Shareholders. A quorum representing at least half of the Share Capital of the Company is required to be present (in person or by proxy) at the Extraordinary General Meeting for the resolution to adopt the Compulsory Redemption Mechanism, and such resolution will only be adopted at the Extraordinary General Meeting if it is approved by a two-thirds majority of the votes validly cast, with abstentions, invalid and blank votes not being taken into account. If the required 50 per cent. quorum is not reached, the Board will convene the Reconvened EGM at which no quorum will be applicable and the resolution to approve the Compulsory Redemption Mechanism will be passed if approved with the same majority as for the Extraordinary General Meeting. 2.4 Procedure Assuming the Resolutions are passed, and if the Directors exercise their discretion to compulsorily redeem any given percentage of Share Capital on a relevant occasion in accordance with the process outlined above, the Company will make an announcement in advance of the proposed date of redemption. The announcement to redeem will include the following details: the percentage of Share Capital to be redeemed by the Company on the Redemption Date, which will be calculated by reference to the amount of realised cash available to be returned to Page 6

9 Shareholders through the Compulsory Redemption Mechanism and the Redemption Price per Share (the "Relevant Percentage"); a timetable for the redemption of the Relevant Percentage and distribution of redemption proceeds, including the Redemption Date; the Redemption Price per Share (see below); the aggregate amount to be distributed to Shareholders; the new ISIN in respect of the balance of Shares which will continue to be listed after the relevant Redemption Date; and any additional information that the Board considers necessary to advise Shareholders of in connection with the redemption. Redemptions of Shares will become effective at close of business on each Redemption Date, being a date chosen at the Directors absolute discretion, as determined by the Directors to be in the best interests of Shareholders as a whole. In determining the timing of any Redemption Date, the Directors will take into account the amount of cash available for payment of redemption proceeds and the costs associated with such redemption. It is intended that Shareholders will receive the proceeds of redemption within 14 Business Days of the relevant Redemption Date, or as soon as practicable thereafter, at the Redemption Price, which will be based on the Directors' unaudited estimate of the Net Asset Value, taking into account the costs associated with the redemption, as detailed in paragraph 2.3 above. The actual percentage of the Net Asset Value per Share attributable to costs will depend, inter alia, on the proportion of the Shares remaining in issue. Depository Interest holders should expect to receive their proceeds credited directly to their associated CREST account within 14 Business Days of the relevant Redemption Date. 2.5 Settlement Shareholders will be paid their redemption proceeds in Sterling. All Shares that are redeemed will be cancelled with effect from close of business on the relevant Redemption Date. Accordingly, once redeemed, the relevant Shares will be incapable of transfer. 2.6 Liquidity of the portfolio Prior to the proposed adoption of the Divestment Investment Policy, the Board has already instructed the Manager to commence realisation of the Company's less liquid investments with a view to investing any realisation proceeds in more liquid assets in line with the Company's existing investment policy. This will enable the Manager to more efficiently realise the Company's investments assuming the Divestment Investment Policy is adopted at the Extraordinary General Meeting. 2.7 Management Agreement The Board and the Manager have agreed to amend the terms of the existing Management Agreement with effect from the conclusion of the Extraordinary General Meeting, and conditional upon the passing of Resolution 1 at the EGM, to use 31 December 2018 as the final date for the purpose of the calculation of any performance fee due to the Manager. In addition, once the Company's Net Asset Value falls below US$50 million, the management fee payable to the Manager by the Company shall reduce from 0.75 per cent. to 0.15 per cent. per annum (together with any value added tax). Page 7

10 Upon the appointment of liquidators in due course, the Company may terminate the appointment of the Manager on written notice. The Company will monitor its other arrangements with third party service providers and take such steps as the Board may determine necessary to reduce the Company's ongoing costs as the portfolio is realised. 3 Taxation The tax treatment of any redemption of Shares by the Company under the compulsory redemption mechanism is complex. Shareholders are strongly recommended to consult their own professional advisers regarding their taxation position. 4 Additional Considerations The Board believes that the Proposals offer the following benefits to Shareholders: commencing a policy of the orderly realisation of the Company's assets, rather than placing the Company into liquidation immediately or seeking an immediate sale of the assets comprising the Company's portfolio may enable the Company to maximise the value realised on the sale of such portfolio investments; the Manager and the Board are better placed to conduct a managed and orderly realisation programme than a third party liquidator and may be able to facilitate higher returns on the disposal of the Company's investments as they are more familiar with and knowledgeable regarding the Company's portfolio than a liquidator would be; a managed and orderly realisation programme will permit the Shares to continue to be listed for as long as possible (i) on the Official List and admitted to trading on the main market of the London Stock Exchange; and (ii) on the Bourse de Luxembourg. The Board believes that maintaining the Company's listing and the ability of Shareholders to trade in the Shares is in the best interests of Shareholders as it will allow for the continuation of a daily market price to be quoted for the Shares and maintain the option for Shareholders to exit their investment through the market from time to time; and it is the Board's view that the Proposals offer the most cost effective and timely means for Shareholders who wish to realise their investments in the Company to do so. Shareholders should also note the following additional considerations: adoption of the Divestment Investment Policy does not guarantee that the Company will be able to provide the returns or realise the capital that Shareholders are seeking; certain of the Company's investments are illiquid and, although the Manager has already been instructed to commence the realisation of those illiquid investments, it may take some time for the Company dispose of those securities, or the Company may be required to dispose of those securities at a discount; whilst the Proposals are considered by the Board to be the most cost effective and efficient options available, the maintenance of the Company as an ongoing listed vehicle will entail administrative and legal costs, which will decrease the amount that is ultimately distributed to Shareholders; Page 8

11 returns of cash to Shareholders will be made at the sole discretion of the Board, as and when they deem that the Company has sufficient assets available to enable it to return cash to Shareholders on a cost-efficient basis and always subject to applicable Luxembourg law and ensuring the Net Asset Value of the Company does not fall below the Minimum Net Asset Value. Shareholders will therefore have little certainty as to the exact timing and quantum of the returns to be made to them; as the Company enters into an orderly realisation programme, the discount to Net Asset Value per Share at which the Shares are traded may vary, as the market price for the Shares is determined by many external factors, including the supply and demand in the market place; the Board does not intend to actively manage the discount to Net Asset Value per Share at which the Shares may trade or to utilise any ability of the Company to make market purchases of its Shares; and the Company's total expense ratio will increase as investments are realised. In the event that the Resolutions relating to the Proposals are not passed, the Company will continue to operate under its current investment objective and policy and the Board will be obliged to consider alternative proposals to put to Shareholders. 5 Dividend The second interim dividend of pence per Share was paid on 17 December 2018 to Shareholders on the register as at 16 November 2018, with an ex-dividend date of 15 November In view of the Proposals set out in this Circular, the Board believes it would be in the best interests of the Company and Shareholders to suspend any further dividends pursuant to its existing dividend policy. 6 Extraordinary General Meeting The Proposals are conditional upon the approval by Shareholders of the Resolutions to be proposed at the Extraordinary General Meeting (or, if necessary, the Reconvened EGM). All Shareholders are entitled to attend and vote at the Extraordinary General Meeting. In accordance with the Articles, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of every Share held. The adoption of the Divestment Investment Policy will be proposed as an ordinary resolution and is required to be passed by a simple majority of the votes cast. The adoption of the Compulsory Redemption Mechanism will be proposed as a special resolution and will require the holders of 50 per cent. of the issued Share Capital to be present (in person or by proxy) for the Extraordinary General Meeting to be quorate and a majority of two thirds of the votes cast must be in favour in order for the resolution to be passed. In the event that the Extraordinary General Meeting is not quorate, a Reconvened EGM will be convened by the Board by way of separate notices published in accordance with Luxembourg law at which no quorum will be applicable. At the Reconvened EGM, the resolution to adopt the Compulsory Redemption Mechanism will be taken by a two-thirds majority of the votes validly cast, with abstentions, invalid and blank votes not being taken into account. The formal notice convening the Extraordinary General Meeting is attached to this Circular. Page 9

12 7 Action to be taken by Shareholders You will find enclosed with this Circular a Form of Proxy for use in connection with the Extraordinary General Meeting. Shareholders are requested to complete and return their Form of Proxy for the Extraordinary General Meeting as soon as possible. A Form of Proxy completed for use in connection with the Extraordinary General Meeting will remain valid for the Reconvened EGM unless expressly revoked. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to State Street Bank Luxembourg S.C.A. (for the attention of the Domiciliary Department) at 49, avenue J.F. Kennedy, L-1855 Luxembourg so as to arrive not later than 3.00 p.m. (CET) on 9 January 2019 and, for use in connection with the Reconvened EGM, so as to arrive no later than 3.00 p.m. on 1 February The return of the completed Form of Proxy will not affect your right as a Shareholder to attend the Extraordinary General Meeting or the Reconvened EGM (if applicable) and to vote in person if you wish to do so. Beneficial owners of Shares in the Company who are not listed in the Company's register of members but who wish to participate in the Extraordinary General Meeting, and/or their agents, should provide a signed copy of the enclosed letter of representation when requesting admittance to the Extraordinary General Meeting or attach the enclosed letter of representation to the Form of Proxy to be returned to the above mentioned address no later than 3.00 p.m. on 9 January Shareholders who hold their Shares through Euroclear or Clearstream will be notified of the details of the Extraordinary General Meeting by Euroclear Bank S.A. or Clearstream Banking S.A., respectively, as system administrator and should remit their voting instructions to Euroclear Bank S.A. or Clearstream Banking S.A., respectively, in the notified manner. 8 Action to be taken by holders of Depository Interests DI Holders will find enclosed with this Circular a Form of Direction for use in connection with the Extraordinary General Meeting. DI Holders are requested to complete and return their Form of Direction for the Extraordinary General Meeting as soon as possible. To be valid, the Form of Direction must be completed and returned in accordance with the instructions printed thereon to Link Market Services Trustees Limited at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 3.00 p.m. on 4 January 2019 or by no later than 3.00 p.m. on 30 January 2019 in respect of the Reconvened EGM. The return of the completed Form of Direction will not preclude you from attending the Extraordinary General Meeting or the Reconvened EGM (if applicable) and voting in person if you wish to do so, providing a letter of corporate representation has been requested from the Depository. Recommendation The Board believes that the Proposals are in the best interests of Shareholders as a whole and recommends that you vote in favour of the Resolutions at the Extraordinary General Meeting. The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings amounting in aggregate to 37,000 Shares, representing 0.1 per cent. of the Share Capital. Yours faithfully, Philip R. McLoughlin Chairman Page 10

13 PART 2 Existing investment objective and investment policy Investment objective The Company seeks to achieve long-term capital appreciation by investing primarily in companies whose shares trade at a discount to their underlying Net Asset Value. The Company measures its performance principally against the MSCI All Country World (ex US) Index (the "Index"), although the Manager seeks to achieve the highest possible risk-adjusted returns and the allocation of the Company's assets will normally diverge substantially from the Index. Investment policy The Company invests in closed-end funds, investment trusts, holding companies and other comparable companies whose shares are listed or traded on international exchanges and are generally at a discount to their underlying Net Asset Value. The Company seeks actively to encourage boards and management teams to take steps to enhance shareholder value and seeks to take a constructive and active role to help reduce to help reduce the discount at which the shares of portfolio companies trade. The Company seeks to provide broad exposure to equity markets through holding a diversified portfolio of closed-end investment companies and holding companies and comparable quoted companies that typically trade at a discount to their intrinsic value. Gearing and hedging The Company may use gearing (the ability to borrow), and the level of gearing may vary from time to time. The Board has authorised the Manager to use gearing up to 15% of the Company's Net Asset Value. The Board has the power to increase the amount of gearing that the Manager is authorised to use up to 25% of the Company's Net Asset Value. Shareholders should note that gearing increases the scale of any profits of losses. The Company is permitted to seek to hedge long positions by selling short stock indices, stocks and shares of exchange-traded funds or closed-end funds up to 100% of the Company's Net Asset value. The Company may also hedge its currency exposure against the US Dollar. Shareholders should note that the use of such techniques involves risks, including potentially significant larger losses on short positions than long positions. Page 11

14 PART 3 DEFINITIONS The following definitions apply throughout this Circular unless the context requires otherwise. "2018 AGM" the annual general meeting of the Company held on 20 September 2018; "Articles" or "Articles of Incorporation" "Board" or "Directors" "Business Day" "Cenkos" "Circular" "Clearstream" "Company" "CREST" "Depository" "Depository Interests" or "DIs" the Company s articles of incorporation, as amended from time to time the board of directors of the Company or a duly constituted committee thereof and "Director" means any one of them any day on which banks are open for business in London and Luxembourg (excluding Saturdays and Sundays) Cenkos Securities plc this document the system of paperless settlement of trades and the holdings of shares without share certificates administered by Clearstream Banking S.A. Lazard World Trust Fund the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 Link Market Services Trustees Limited the uncertificated depository interests issued by the Depository in respect of and representing on a one-for-one basis existing Shares and Shares to be issued from time to time by the Company "Depository Interest Holders" or "DI Holders" "Euroclear" holders of Depository Interests the system of paperless settlement of trades and the holding of shares without share certificates administered by Euroclear Bank S.A. "Extraordinary Meeting" or "EGM" General the extraordinary general meeting of the Company convened for 3.00 p.m. CET on 11 January 2019, notice of which is set out at the end of this Circular, or any adjournment thereof "Form of Direction" the form of direction for use by Depository Interest Holders in connection with the EGM "Form of Proxy" the form of proxy for use by Shareholders in connection with the Page 12

15 EGM "London Stock Exchange" "Luxembourg" "Management Agreement" "Manager" "Minimum Net Asset Value" "Net Asset Value" or "NAV" "Notice of Extraordinary General Meeting" "Official List" "Proposals" "Reconvened EGM" "Redemption Date" "Redemption Price" "Register" "Relevant Percentage" "Resolutions" "Shareholders" London Stock Exchange plc the Grand Duchy of Luxembourg the amended and restated management agreement dated 26 August 2016 between the Company and the Manager Lazard Asset Management LLC 1,250,000, being the minimum Net Asset Value the Company is required to maintain under Luxembourg law net asset value as calculated in accordance with the Company's accounting policies and the Articles the notice convening the EGM set out at the end of this Circular the Official List maintained by the UK Listing Authority the proposals to effect a managed wind-down of the Company through the adoption of the Divestment Investment Policy and the adoption of the Compulsory Redemption Mechanism to facilitate the return of cash realised pursuant to the implementation of the Divestment Investment Policy to Shareholders, as described in this Circular the reconvened extraordinary general meeting of the Company to be held at 3.00 p.m. (CET) on 4 February 2019 should the required quorum for the resolution to adopt the Compulsory Redemption Mechanism to be proposed at the Extraordinary General Meeting not be obtained such Business Day as the Directors may determine as being a day on which the Company shall compulsorily redeem some or all of its issued Shares the price at which a Share shall be redeemed on any Redemption Date calculated as set out in Part 1 of this Circular the register of Shareholders of the Company the percentage of Share Capital to be redeemed by the Company on a Redemption Date the resolutions to be proposed at the Extraordinary General Meeting to (i) adopt the Divestment Investment Policy and (ii) adopt the Compulsory Redemption Mechanism, as more fully set out in the Notice of Extraordinary General Meeting holders of Shares Page 13

16 "Shares" "Share Capital" "UK" "UK Listing Authority" ordinary shares in the capital of the Company of nominal value U.S.$0.20 each 32,093,493 Shares, being the issued share capital of the Company as at 17 December 2018, excluding the 14,542,277 treasury shares the United Kingdom of Great Britain and Northern Ireland the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of admissions to the Official List Page 14

17 NOTICE OF EXTRAORDINARY GENERAL MEETING LAZARD WORLD TRUST FUND (a company organised under the laws of the Grand Duchy of Luxembourg as a société d'investissement à capital fixe under the form of a société anonyme with registered number B37.154) You are hereby invited to an extraordinary general meeting of shareholders of Lazard World Trust Fund, a société d'investissement à capital fixe organised under the form of a société anonyme (public limited liability company) with registered office at 49, avenue J.F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg trade and companies register under number B (the "Company") which will be held on 11 January 2019 at 3.00 p.m. CET at the registered office of the Company at 49, avenue J.F. Kennedy, L-1855 Luxembourg to consider and pass the following agenda: Resolution 1 Divestment Investment Policy 1 THAT the Divestment Investment Policy as set out in the circular to Shareholders dated 20 December 2018 (the "Circular"), of which this notice forms part, be adopted as the investment policy of the Company in substitution for the existing investment policy, with immediate effect. Resolution 2 Compulsory Redemption Mechanism 2 THAT, conditional on the passing of Resolution 1: 2.1 the Company's issued share capital be reduced by an amount so as not to reduce the total net assets of the Company below 1,250,000; 2.2 as cash is realised through the implementation of the Divestment Investment Policy, the board of directors of the Company (the "Board") be and is hereby authorised to: determine, on any Business Day as the Board may decide in its absolute discretion and as it may consider to be in the best interests of Shareholders (each such date being a "Redemption Date"), that the Company shall compulsorily redeem all or part of the Shares at the Redemption Price (defined below), in each case pro rata to each Shareholder's holding of Shares at the time of any such redemption, in order to return cash realised through the implementation of the Divestment Investment Policy to Shareholders, provided that, subject to applicable law and regulation: (a) (b) (c) each time the amount of cash realised through the implementation of the Divestment Investment Policy reaches an amount equal to 50 million, the Board will effect a redemption; the latest date for the first Redemption Date shall be the earlier of (i) the date on which an amount equal to at least 50 million has been realised; and (ii) one month from the date of this Extraordinary General Meeting; and the effect of any such redemption does not reduce the Company's net asset value to lower than an amount equal to 1,250,000, being the minimum Net Asset Value the Company is required to maintain under Luxembourg law (the "Minimum Net Asset Value"); Page 15

18 2.2.2 calculate the "Redemption Price" at which each Share is to be redeemed on any Redemption Date by: (a) (b) (c) determining the Redemption Net Asset Value at the relevant Redemption Net Asset Value Date; dividing the resulting amount by the number of Shares then in issue and deemed to be in issue at the relevant Redemption Net Asset Value Date; and adjusting the resulting total to such number of decimal places as the Board may determine. For these purposes, "Redemption Net Asset Value" shall mean the amount (unaudited) determined by the Board as being the value of the assets of the Company less its liabilities (determined in accordance with such policies and procedures as may be adopted by the Board from time to time) including, without limitation, any costs incurred in connection with the redemption of any Shares; and "Redemption Net Asset Value Date" shall mean the date and time by reference to which a valuation is carried out for the purpose of determining the Redemption Net Asset Value and the Redemption Price at which Shares may be redeemed; in the case of redemption of some but not all of the issued share capital of the Company, in the Board's absolute discretion, determine a maximum cash amount below which a distribution should not be made to a Shareholder and any such undistributed cash amount shall be retained by the Company and may be dealt with at the Board's discretion; pay any amount payable to a Shareholder in connection with the redemption of any Shares to that Shareholder generally no later than 14 Business Days after the relevant Redemption Date in Sterling; pay any such amount, at the option of the Board and at the request of the Shareholder (but at the Shareholder's risk and cost, and subject to satisfaction of applicable laws and regulations), to a bank account notified by the Shareholder to the Company, provided that the Company shall not be liable for any loss or damage suffered by the Shareholder or any other person by reason of late settlement, howsoever such loss or damage may arise; pay the Redemption Price subject to any requisite official consents first having been obtained, and, where such consents are outstanding, deposit the amount due to each Shareholder by the Company in a bank for payment to such Shareholder upon such consents being obtained; and when the Company's net asset value reaches a value equal to the Minimum Net Asset Value, or sooner if the Board in its absolute discretion considers it to be in the best interests of the Company and Shareholders, convene a second extraordinary general meeting to appoint a liquidator to wind-up the Company; and Page 16

19 2.3 the Board be authorised to cancel Shares that are redeemed pursuant to the Compulsory Redemption Mechanism and to amend article 5 of the Company's articles of incorporation, in front of a notary in accordance with Luxembourg law, in order to reflect the reduction of capital following each such redemption. Words and expressions defined in the Circular shall, save where the context otherwise requires, have the same meaning when used in these Resolutions. Yours faithfully, By order of the Board of Directors Philip R. McLoughlin Chairman of the Board of Directors of the Company 20 December 2018 NOTES (a) (b) (c) (d) Shareholders who will not be able to attend the Extraordinary General Meeting, may complete the enclosed form of proxy (the "Form of Proxy") and date, sign and return a copy by fax and the original by mail before 3.00 p.m. CET on 9 January 2019 to the attention of the Domiciliary Department, State Street Bank Luxembourg S.C.A., 49, avenue J.F. Kennedy, L-1855 Luxembourg, fax number Please note that any Forms of Proxy received after 3.00 p.m. CET on 9 January 2019 or incomplete Forms of Proxy will not be taken into account for the vote in respect of the Extraordinary General Meeting of 11 January Shareholders are informed that any completed Form of Proxy returned for attendance at the Extraordinary General Meeting to be held on 11 January 2019 (even, for the avoidance of doubt, after the deadline set forth under the first paragraph of this item (a)) will remain valid for the second Extraordinary General Meeting which will be convened to be held on 4 February 2019 (the "Reconvened EGM") provided that the Shareholders having submitted their Forms of Proxy in respect of the Extraordinary General Meeting have not notified the Company in writing of the revocation of their Form of Proxy in respect of the Extraordinary General Meeting, at the time on which the deadline for posting of Forms of Proxy in respect of the Reconvened EGM expires (it being understood that a completed Form of Proxy returned on time for the Reconvened EGM shall be deemed to constitute a revocation of any Form of Proxy returned with respect to the Extraordinary General Meeting) and that the relevant Form of Proxy shall be valid only for the (remaining) number of Shares that each of the relevant Shareholders holds at 6.00 p.m. on 30 January A Shareholder may appoint more than one proxy in relation to the Extraordinary General Meeting provided that each proxy is appointed to exercise the rights attached to a different Share or Shares held by that Shareholder. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Extraordinary General Meeting. Holders of the dematerialised depository interests in respect of shares of the Company issued and to be issued (the "Depository Interests") by Link Market Services Trustees Limited, (the "Depository") ("DI Holders") should therefore complete the enclosed relevant voting direction forms (the "Form of Direction") and date, sign and deposit the Form of Direction by mail before 3.00 p.m. CET on 4 January 2019 to the attention of Link Market Services Trustees Limited at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Once the Depository has Page 17

20 collated responses from DI Holders, it will lodge with State Street Bank Luxembourg S.C.A. a Form of Proxy representing in aggregate the instructions of DI Holders. Please note that any Forms of Direction received after 3 p.m. CET on 4 January 2019 or incomplete Forms of Direction will not be taken into account for the calculation of the quorum and the vote in respect of the Extraordinary General Meeting of 11 January DI Holders are informed that any completed Forms of Direction returned in respect of the Extraordinary General Meeting to be held on 11 January 2019 (even, for the avoidance of doubt, after the deadline set forth under this paragraph (b) will remain valid for the Reconvened EGM provided that the DI Holders having submitted their Forms of Direction in respect of the Extraordinary General Meeting have not notified the Company in writing of the revocation of their Form of Direction in respect of the Extraordinary General Meeting at the time on which the deadline for posting of Forms of Direction in respect of the Reconvened EGM expires (it being understood that a completed Form of Direction returned on time for the Reconvened EGM shall be deemed to constitute a revocation of any Forms of Direction returned with respect to the Extraordinary General Meeting) are still holders of Depository Interests and that the relevant Forms of Direction shall be valid only for the (remaining) number of Depository Interests that each of the relevant holder of Depository Interests holds at 6.00 p.m. CET on 30 January (e) Only Shareholders entitled to vote at 6.00 p.m. CET on the date which is five days prior to the Extraordinary General Meeting or the Reconvened EGM will be entitled to attend and vote at the Extraordinary General Meeting. Only DI Holders entered on the register of DI Holders at 6.00 p.m. CET on 7 January 2019 shall be entitled to attend and vote at the Extraordinary General Meeting of 11 January 2019 (or any adjournment thereof) and only DI Holders entered on the register of DI Holders of the Company at 6.00 p.m. CET on 10 January 2019 shall be entitled to attend and vote at the Reconvened EGM of 11 January 2019 (or any adjournment thereof). Changes to entries on the register of Shareholders (or, in respect of Depository Interest(s), in the register of Depository Interests held by Link Market Services Trustees Limited) after the above times shall be disregarded in determining the rights of persons to vote (and the number of votes they may cast) at the Extraordinary General Meeting or the Reconvened EGM. (f) (g) A quorum of at least half of the Share Capital of the Company is required for Resolution 2 on the agenda of the Extraordinary General Meeting and Resolution 2 will be adopted at the Extraordinary General Meeting if it is approved by a two-thirds majority of the votes validly cast, abstentions, invalid and blank votes not being taken into account. As regards Resolution 1, no quorum is required and the resolution will be adopted by the Extraordinary General Meeting if it is approved by a simple majority of the votes cast. Each Share is entitled to one vote. If the 50 per cent. quorum is not reached at the Extraordinary General Meeting on 11 January 2019, the Board will convene the Reconvened EGM in accordance with article 67-1(2) of the Company Act at which no quorum will be applicable and Resolution 2 will be adopted if approved with the same majority as for the Extraordinary General Meeting. Shareholders will have the right to submit Forms of Proxy and DI Holders the right to provide Forms of Direction in respect of the Reconvened EGM in accordance with the terms and conditions to be set out in the convening notice of the Reconvened EGM. As at 17 December 2018 (being the last practicable business day prior to the publication of this Notice of Extraordinary General Meeting), the Company's total number of shares in issue was 46,635,770, of which 14,542,277 shares were held in treasury. The number of shares carrying voting rights was therefore 32,093,493. Page 18