ASA Gold and Precious Metals Limited · NYSE:ASA
ASA Gold and Precious Metals — Proxy Contest (May 2025)
44 slides from ASA Gold and Precious Metals's proxy contest presentation, May 20, 2025
Slide 1: Stop the Power Grab & Restore Fair Process
Stop p the e Powerr Grab b & Restore e Fairr Process Vote e AGAINST T Saba’ss proposals ASA Gold & Precious Metals Fund Established 1958 This presentation is prepared by and paid for by Axel Merk, made solely in his individual capacity as a shareholder of ASA Gold & Precious Metals Ltd. (“ASA”). It
Slide 2: Why I'm Engaged
Whyy I’m m Engaged Whyy I’m m Speaking g – Ass a Shareholder I’m a significant shareholder, owning over $8.5 million in ASA stock together with my wife I’m the founder of Merk Investments and serve as ASA’s COO — with no separate compensation for that role I’m conducting this campaign in my personal
Slide 3: Summary: Vote AGAINST
Summary:: Vote e AGAINST Vote e AGAINST T Saba’ss proposalss to o add d a fifth h directorr to o ASA’ss board This vote preempts the AGM and strips shareholders of meaningful choice All shareholders — not Saba alone — should decide ASA’s future
Slide 4: Narrative Designed to Mislead
Narrative e Designed d to o Mislead Thiss presentation n containss factss thatt challenge e whatt Saba a hass portrayed.. We respectfully ask you to evaluate actions — not just narratives %$ & %$ & ! " ! " ! " # Look at Saba’s actions — including how they treat dissent — not just their promises
Slide 5: Shareholder Choice Threatened
Shareholderr Choice e Threatened The e Issue e Iss Shareholderr Choice Saba already holds 2 off 4 board d seats They are now calling a special meeting to add h seat — creating a 3–2 d a fifth 2 votingg bloc This would give them board control while the AGM remains stalled — a meeting that, historical
Slide 6: Saba Shut the Door on Proposals
Saba a Shutss Doorr on n Proposals Saba a Shutt the e Doorr on n Credible e Proposalss to o Resolve e the e Deadlock Serious proposals — brought by outside parties and facilitated by the adviser — aimed to end the board deadlock and deliver value to shareholders Two of the three proposals excluded t
Slide 7: Saba: Boardroom Autocrat
Saba:: Boardroom m Autocrat Board d Controll Dispute e Following g 2024 4 Annuall Meeting g – Aprill 24,, 2024 Immediately following ASA’s 2024 annual meeting—but before the results had been certified—two of Saba’s two director nominees asserted control of the board and appointed two additional dire
Slide 8: Saba's Tactics to Seize Control
Saba’ss Tacticss to o Seize e Control A Pattern n off Control-Seeking g Behavior The April 2024 incident was not isolated — it was the beginning of a sustained effort to bypass process and concentrate power That incident was the first glimpse of Saba’s refusal to accept the authority of anyone but t
Slide 9: The Crisis Saba Created
The e Crisiss Saba a Created A powerr playy thatt disrupted d ASA’ss abilityy to o function Saba’s directors have paralyzed board operations while blocking solutions — and now seek emergency powers to “fix” the crisis they created ASA’s fund administrator gave notice of resignation following Saba’s
Slide 10: Source of Escalating Costs: Saba
Source e off Escalating g Costs:: Saba 8-K Disclosure e Revealss Tacticss Driving g Legall Spend On October 14, 2024, Saba Directors made unsubstantiated, untrue allegations and demanded indemnity — enabling them to retain separate legal counsel at shareholder expense. This, in turn, required the ot
Slide 11: Saba's Conduct
Saba’ss Conduct Administratorr Resignation Saba’s pattern has been one of disruption, followed by efforts to obscure it — including blocking or delaying public disclosure. On May 12, Saba filed a proxy presentation with the SEC, in which ASA Director Paul Kazarian appears to have disclosed confident
Slide 12: Saba: Strategic Lawfare Part II
Saba:: Strategicc Lawfare e Partt II Saba’ss Paull Kazarian n Suppressess Shareholderr Choice On April 30, 2025, Saba Director Paul Kazarian filed a petition in Bermuda that stopped two of ASA’s Directors from representing the rights of all shareholders The injunction is preliminary – it does not re
Slide 13: Saba Wants Fixed Income Fund
Saba a Wantss Fixed d Income e Fund Saba a wantss to o repurpose e ASA A into o a Saba a managed d fixed d income e fund In a January 30, 2025, letter, Saba writes: “We have repeatedly raised … exploring a fixed income strategy on several occasions” Saba frames their nominee as not pre-committed and
Slide 14: When Shareholder Choice Breaks
When n Shareholderr Choice e Breaks Challengess to o Genuine e Shareholderr Representation Activist voices are often well-resourced and aggressive Other shareholders — including RIAs and retail — typically lack the infrastructure and incentive to organize, respond, or even vote Intimidation works. I
Slide 15: Unified Slate: A Fair Choice
Unified d Slate:: A Fairr Choice A Governance e Fixx Saba a Won’tt Mention To address the deadlock, the Board could offer both a Saba slate and a competing slate developed through the company’s regular nomination process The proxy statement can present both options clearly — giving shareholders a me
Slide 16: What Saba Has NOT Done
Whatt Saba a Hass NOT T Done Whatt Saba a Hass NOT T Done 📈 No strategic plan has been presented 💡 No new investment ideas have been proposed since gaining board seats 🧭 No disclosure of a long-term m vision for the fund ❓ No explanation of what they would do differently, or better 📉 Saba’s ISS…
Slide 17: What Saba HAS Done
Whatt Saba a HAS S Done Whatt Saba a HAS S Done Delayed disclosure of governance events (e.g. November deadlock) Triggered costly litigation Caused the resignation of ASA’s administrator by threatening them Created public confusion through selective disclosure of board information Inappropriately di
Slide 18: A High-Performing Gold Fund
A High-Performing g Gold d Fund ASA A Iss a Gold d Fund d — And d a High-Performing g One ASA is a ~70 year-old closed-end fund focused on precious metals equity Thee strategyy iss working g despite e the e board: e disruptionss att the performance has been strong, with long-term orientation ASA und
Slide 19: A High-Performing Gold Fund
A High-Performing g Gold d Fund Past performance is no guarantee of future results. Current performance may differ from that shown. That performance e wass achieved d despite e significantt governance n at the e disruption board level caused by Saba-supported directors — a testament to the focus and
Slide 20: A High-Performing Gold Fund
A High-Performing g Gold d Fund Past performance is no guarantee of future results. Current performance may differ from that shown. Had ASA been converted into a fixed income fund—as Saba has suggested— investorss wouldd havee missed d the e goldd rally. Also, Saba’s typical tool, a tender offer to
Slide 21: A High-Performing Gold Fund
A High-Performing g Gold d Fund Past performance is no guarantee of future results. Current performance may differ from that shown. ASA’s performance also looks favorable on a risk-adjusted basis Performance April 1, 2019 – March 31, 2025. Source: Bloomberg ! %#+& " ! %#() %#'* %#&)
Slide 22: Performance
Performance ASA has delivered strong, risk-adjusted performance. ASA ranks at or near the top of publicly available gold and precious metals strategies over 1-, 2-, 5-, & 6-year periods (as of March 31, 2025) Data as of March 31, 2025. Source: Bloomberg The 10-year return includes 4 3⁄4 years of the
Slide 23: Performance
Performance Data as of March 31, 2025. Source: Bloomberg The 10-year return includes 4 3⁄4 years of the previous portfolio management team. Peter Maletis began managing ASA on April 1, 2019. On April 12, 2019, ASA shareholders approved Merk Investments as the Fund’s investment manager. Jamie Holman
Slide 24: Share Buyback
Share e Buyback Saba a Misrepresentss Share e Buybackk — and d Crossess a Line e Saba’s presentation misrepresents ASA’s buyback program and includes specific trading dates that were not publicly disclosed This suggests access to non-public information, likely shared improperly by a Saba Director. I
Slide 25: Trading Discount Tight
Trading g Discountt Tight ASA’ss Discountt Hass Narrowedd — Shareholderss Are e Seeing g Value e ASA currently ranks in n the p 6% of all closed-end funds based on e top discount to NAV (ranked 373 of 397 as of May 13, 2025; Source: Sodali) The discount has narrowed materially — reflecting investor
Slide 26: Axel Merk
Axell Merk Shareholder, Founder of Merk Investments, COO of ASA Shareholder Together with my wife, I am a significant shareholder, owning 317,660 shares (approximately 1.68% of shares outstanding) Acting in my individual capacity I’m in the unique position of having both a substantial stake in ASA a
Slide 27: Axel Merk
Axell Merk Shareholder, Founderr off Merkk Investments, COO of ASA Founder of Merk Investments Merk has helped revitalize ASA. Since April 12, 2019 — when shareholders approved Merk as adviser — ASA’ss nett assetss have e grownn from m $195 million n to 0 million , net of expenses, dividends, o appr
Slide 28: Axel Merk
Axell Merk Shareholder, Founder of Merk Investments, COO O off ASA COO of ASA I do not receive separate compensation for my role of COO of ASA I step in when the Board is dysfunctional. Amongst others, I have initiated a search for a new administrator after the Saba Directors threatened the current
Slide 29: Competing Visions
Competing g Visions Saba’ss Vision n — Based d on n Theirr Actionss and d Statements: Repurpose ASA into a Saba-managed fixed income fund — presumably to align with their broader activist strategy and capabilities Reject proposals related to gold investing, seemingly based on suspicion of associatio
Slide 30: No Vetting, No Independence
No o Vetting,, No o Independence Saba’s proposed nominee could determine control of ASA Shareholders have had no opportunity to independently assess the nominee’s qualifications or alignment Any inquiries must be submitted in writing to the nominee’s counsel — who o iss also g forr Saba — raising se
Slide 31: There Is a Better Path
There e Iss a Betterr Path There e Iss a Betterr Path h — The e AGM Only an AGM offers shareholders a path to true resolution Shareholders deserve the opportunity to evaluate: Competing strategies Candidate qualifications Direction of the fund This requires the opportunity for parallell slates, not
Slide 32: What This Vote Is — and Isn't
Whatt Thiss Vote e Iss — and d Isn’t Whatt Thiss Vote e Iss — and d Isn’t This vote is about: Preserving shareholder choice through an open and fair AGM process Ensuring any shift in ASA’s strategy is subject to real investor scrutiny Preventing unilateral control without transparency or accountabil
Slide 33: A Better Future
A Betterr Future Saba a sayss itt wantss a betterr future e forr ASA.. Here’ss importantt context: ASA may already be one of Saba’s most profitable closed-end fund investments. ASA’s strong positioning in a volatile sector, combined with its long-term gold exposure, likely outpaces Saba’s typical fi
Slide 34: VOTE AGAINST
VOTE E AGAINST T I respectfullyy askk you u to: Vote AGAINST Saba’s +1 director proposal Affirm the principle that shareholderr choice e comess before e board d control See Saba’s proposal for what it is: a move to entrench itself under the guise of breaking a deadlock Note that the Annual Meeting h
Slide 35: Setting the Record Straight
Setting g the e Record d Straight Appendix Fresh Ideas: Merk Setting the Record Straight: Saba’s “Better Future” Setting the Record Straight: Share Buyback Setting the Record Straight: Alleged Erroneous Filings Setting the Record Straight: Alleged Board Conspiracy Setting the Record Straight: Tradin
Slide 36: Fresh Ideas: Merk
Fresh h Ideas:: Merk Merkk Facilitated d Seriouss Proposalss to o Resolve e ASA’ss Board d Impasse Merk Investments has consistently supported initiatives that advance ASA’s long-term value — even where such proposals might not benefit Merk directly Merk has facilitated outreach from three independe
Slide 37: Fresh Ideas: Merk
Fresh h Ideas:: Merk Excerpts of thee win-win-winn proposall Saba d includes a capital a snubbed infusion, a tender offer and an active discount management program Far from entrenchment for Merk, the proposal entails eliminating Merk
Slide 38: Fresh Ideas: Saba's Reaction
Fresh h Ideas:: Saba’ss Reaction Saba’ss Dismissall off Shareholder-Centered d Proposals Saba’s presentation misrepresents the proposals submitted to the Board Since Saba publicly discloses these discussions, some clarification based on direct feedback from the proposing parties: No proposal include
Slide 39: Share Buyback Allegations Wrong
Share e Buybackk Allegationss Wrong Saba’ss presentation n falselyy allegess misconductt in n ASA’ss share e repurchase e activityy — a seriouss claim m thatt misrepresentss how w the e processs works Merk follows a disciplined, compliance-driven process for ASA’s share repurchases. Day-to-day manag
Slide 40: Alleged Erroneous Filings
Alleged d Erroneouss Filings Alleged d Erroneouss Filings Saba alleges I falsely claimed an exemption in regulatory filings My filings were appropriate. I had no intention of filing a proxy statement to fight Saba’s requisition to add a director to ASA’s board, but expressed my views as a shareholde
Slide 41: Alleged Board Conspiracy
Alleged d Board d Conspiracy Alleged d Board d Conspiracy Conspiracy to only have 4 board members In December 2024, a board member resigned for personal reasons. Saba alleges a conspiracy to cripple board function. ISS in 2024 recommended two board seats for Saba to give them a voice, but did not re
Slide 42: Trading Volume Spike
Trading g Volume e Spike Trading g Volume e Spike Onn March h 28,, 2025, ASA shares experienced an unusually large spike in trading volume, sharply narrowing the discount — an event later cited by Saba as evidence of market support for the Southern District of New York court ruling However, subseque
Slide 43: Saba's Fixed Income Track Record
Saba’ss Fixed d Income e Trackk Record Saba a hass a clearr playbook:: gain n boardd control,, change e mandates,, and d repurposee fundss too serve e itss broaderr strategy Saba a hass convertedd multiplee funds (including SABA II and BRW closed- end funds) into fixed income or multi-asset vehicles
Slide 44: Proxy Disclosure
Proxyy Disclosure Thiss iss a proxyy solicitation n byy shareholderr Axell Merk,, made e solelyy in n hiss individuall capacity.. Itt iss nott partt off a solicitation n byy ASAA Gold d and d Preciouss Metalss Limited d (the e “Company”),, orr anyy otherr shareholder,, orr group. Mr.. Merkk willl be
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