ASA Gold and Precious Metals Limited · NYSE:ASA
ASA Gold and Precious Metals — Proxy Contest (May 2025)
39 slides from ASA Gold and Precious Metals's proxy contest presentation, May 12, 2025
Slide 1: A Better Future for ASA Gold and Precious Metals Limited (NYSE: ASA)
A Better Future for ASA Gold and Precious Metals Limited (NYSE: ASA) Why Shareholders Should Support Proposals to Expand the Board and Elect an Independent Governance Expert May 2025
Slide 2: Disclaimer
Disclaimer The materials in this presentation (the “Presentation”) are for informational purposes only, are not complete and do not constitute an agreement, offer, a solicitation of an offer, or any advice or recommendation to enter into or conclude any transaction or confirmation thereof (whether o
Slide 3: Synopsis: Why We Called This Special Meeting
Synopsis: Why We Called This Special Meeting At last year’s Annual Meeting of Shareholders, ASA investors voted to elect two new directors and reelect two legacy directors to the four- member Board of Directors (the “Board”), resulting in a deadlock that has hindered decision-making on several impor
Slide 4: How We Got Here: ASA Has a History of Ignoring the Will of Shareholders
How We Got Here: ASA Has a History of Ignoring the Will of Shareholders In the lead-up to the 2024 Annual Meeting, ASA’s Board took steps to disenfranchise shareholders and entrench leadership. Saba amends 13D ASA adopts first ISS recommends On the day of the 2024 Annual Meeting, ASA’s stating our i
Slide 5: How We Got Here: The Legacy Directors Have Blocked Progress
How We Got Here: The Legacy Directors Have Blocked Progress Since last year, the legacy directors have refused to work cooperatively and excluded the new directors from fundamental Board matters – contradicting the will of the shareholders who elected them. ASA’s fiscal year 2024 ends, More than a y
Slide 6: Ahead of the 2024 Annual Meeting, ASA's Board Chose Not to Replace its Fifth Director
Ahead of the 2024 Annual Meeting, ASA’s Board Chose Not to Replace its Fifth Director When Anthony Artabane resigned from the Board in December 2023, the Board chose not to replace him, thereby reducing its size to four members and hindering its ability to make effective decisions. Saba had already
Slide 7: ASA Adopted a Poison Pill, Making it a Leader in CEF Shareholder Disenfranchisement
ASA Adopted a Poison Pill, Making it a Leader in CEF Shareholder Disenfranchisement In 2023, the Board adopted an unlawful shareholder rights plan to prevent Saba from increasing our investment in ASA – demonstrating its misaligned priorities. “ “ These unjustified defensive In adopting the poison p
Slide 8: The Legacy Directors Were Deceptive in Their Rationale for Adopting a Poison Pill
The Legacy Directors Were Deceptive in Their Rationale for Adopting a Poison Pill Despite purporting that the poison pill is in place to secure a takeover premium for shareholders, their actions appear to indicate that the legacy directors were focused on preserving their Board positions and intend
Slide 9: The Poison Pill Prevented Us from Buying – but Enabled Insiders to Purchase More Shares
The Poison Pill Prevented Us from Buying – but Enabled Insiders to Purchase More Shares The legacy directors also paused the Fund’s share purchase program, which enabled Mr. Merk and other insiders to purchase shares and facilitate their plan with Sprott. 35,000 30,000 25,000 20,000 Shares 15,000 10
Slide 10: The Legacy Directors' Poison Pill Was Rejected by Shareholders
The Legacy Directors’ Poison Pill Was Rejected by Shareholders At the 2024 Annual Meeting, shareholders voted against increasing the Fund’s authorized share capital – which ASA’s Board had proposed in order to strengthen its poison pill. Increase to ASA’s Authorized Share Capital “ While the Board h
Slide 11: The Price of Bad Governance: ASA's Poison Pill Is Hurting the Fund
The Price of Bad Governance: ASA’s Poison Pill Is Hurting the Fund Upon the issuance of the court’s March 28th ruling invalidating the poison pill, ASA’s share price rallied all the way back to near NAV. After ASA’s shadow Board readopted the poison pill on March 31st, ASA’s share price reverted to
Slide 12: Shareholders Agreed That the Prior Board's Actions Were Unacceptable
Shareholders Agreed That the Prior Board’s Actions Were Unacceptable In 2024, a leading proxy advisory firm recommended shareholders support two of Saba’s nominees, Ketu Desai and Paul Kazarian, both of whom shareholders elected at last year’s Annual Meeting. “ “ The board has demonstrated a “ “ [El
Slide 13: The Legacy Directors' Actions Ahead of the 2024 Annual Meeting Raised Governance Concerns
The Legacy Directors’ Actions Ahead of the 2024 Annual Meeting Raised Governance Concerns On the day of the 2024 Annual Meeting, the legacy directors took steps that appear intended to preserve their influence over the Board, anticipating the likelihood of losing majority control. Shortly before the
Slide 14: The Legacy Directors' Establishment of a Shadow Board Bypasses Shareholder Democracy
The Legacy Directors’ Establishment of a Shadow Board Bypasses Shareholder Democracy The legacy Board appears to have manipulated ASA’s governance processes to consolidate its control by forming committees that effectively prevent the newly elected directors from having a say in Fund matters. Litiga
Slide 15: The New Committees Unilaterally Act on Behalf of the Entire Fund Without the Full Board's Approval
The New Committees Unilaterally Act on Behalf of the Entire Fund Without the Full Board’s Approval The legacy Board appears to have manipulated ASA’s governance processes to consolidate its control by forming committees that effectively exclude the newly elected directors from participating in Board
Slide 16: The Legacy Board's Actions Have Contributed to a Significant Rise in Fund Expenses
The Legacy Board’s Actions Have Contributed to a Significant Rise in Fund Expenses ASA reported an 84% increase in total expenses from FY 2023 to FY 2024, including $2.6 million in newly categorized “extraordinary expenses” – driven by the Fund’s poison pill readoptions. ASA’s Total Expenses: FY 202
Slide 17: The Legacy Board's Actions Have Contributed to a Significant Rise in Fund Expenses (Cont.)
The Legacy Board’s Actions Have Contributed to a Significant Rise in Fund Expenses (Cont.) Legacy Directors New Directors • Illegally adopted a poison pill four times • Sought legal counsel only after attorneys from Skadden representing the legacy directors were • Formed a shadow Board brought to a
Slide 18: The Shadow Board Readopted ASA's Poison Pill After a Federal Judge Ruled it Illegal
The Shadow Board Readopted ASA’s Poison Pill After a Federal Judge Ruled it Illegal ASA’s legacy directors have reaffirmed their commitment to the poison pill – despite its readoption being ruled unlawful by a federal court – demonstrating that their focus is on preserving their Board positions rath
Slide 19: We Believe the Legacy Directors Misused Fund Resources to Further Their Own Interests
We Believe the Legacy Directors Misused Fund Resources to Further Their Own Interests The Supreme Court of Bermuda granted an order on May 9, 2025 to prevent Ms. Hoene and Mr. Donovan from continuing to use ASA’s resources to interfere with the June 13th Special Meeting. • In response to Mr. Kazaria
Slide 20: The Legacy Directors and Axel Merk Appear to View Securities Laws as "Technicalities"
The Legacy Directors and Axel Merk Appear to View Securities Laws as “Technicalities” Illegal Solicitations by Mary Joan Hoene, William Donovan and Axel Merk x Axel Merk has been conducting an illegal shareholder solicitation in connection with the Special Meeting. x Despite launching a website to s
Slide 21: ISS Recognized the Legacy Directors' Lack of Proper Disclosure to Shareholders
ISS Recognized the Legacy Directors’ Lack of Proper Disclosure to Shareholders • On May 8, 2025, a leading independent proxy advisor recommended that shareholders vote against a proposal from the legacy directors to approve a plan of requisition. • Ms. Hoene and Mr. Donovan had falsely indicated tha
Slide 22: ASA Faces Governance and Compliance Risks as it Approaches a Key Administrator Vacancy
ASA Faces Governance and Compliance Risks as it Approaches a Key Administrator Vacancy • Apex Corporate Services Ltd. resigned as the Fund’s administrator effective August 1, 2025. o Apex resigned because of the difficulties posed by having to constantly evaluate the legality of the shadow committee
Slide 23: Today, More Change Is Needed: The Board Cannot Remain Splintered
Today, More Change Is Needed: The Board Cannot Remain Splintered The current four-member Board remains at an impasse, with the legacy directors' actions contributing to governance gridlock that has delayed critical decisions, escalated expenses, and undermined shareholder value and the effective man
Slide 24: Maryann Bruce Will Break the Deadlock and Bring Much-Needed Accountability to ASA's Board
Maryann Bruce Will Break the Deadlock and Bring Much-Needed Accountability to ASA’s Board Ms. Bruce is completely independent of Saba and ASA and is an extremely experienced public fund director with expertise in corporate governance and risk management. Deep investment fund industry expertise • Pre
Slide 25: Maryann Bruce Will Break the Deadlock and Bring Much-Needed Accountability to ASA's Board (Cont.)
Maryann Bruce Will Break the Deadlock and Bring Much-Needed Accountability to ASA’s Board (Cont.) Ms. Bruce is completely independent of Saba and ASA and is an extremely experienced public fund director with expertise in corporate governance and risk management. Ms. Bruce’s Independent Views on ASA
Slide 26: Ms. Bruce's Commitments to Shareholders
Ms. Bruce’s Commitments to Shareholders 9 Ms. Bruce is committed to serving until ASA’s 2025 Annual Meeting to provide the function of transitioning the Fund to its Annual Meeting. 9 She will not seek to terminate Merk or change the Fund’s investment strategy during the period between the Special Me
Slide 27: A Five-Member Board Can Move ASA Forward for the Benefit of All Shareholders
A Five-Member Board Can Move ASA Forward for the Benefit of All Shareholders Ms. Bruce will work constructively with all current directors and act as a neutral facilitator. With no ties to either faction, she will bring an impartial voice to the Board, focused on bridging differences and ensuring th
Slide 28: A Path Forward: Shareholders Deserve a Say on ASA's Future
A Path Forward: Shareholders Deserve a Say on ASA’s Future The June 13th Special Meeting presents shareholders with an opportunity to set ASA on a path toward holding an annual meeting – where they can directly influence the Fund’s strategic direction. June 13th Annual Meeting Outcome: Special Meeti
Slide 29: Correcting the Record
Correcting the Record The Following Slides Correct False and Misleading Statements Made by ASA’s Legacy Directors and Mr. Merk, and Demonstrate That the Legacy Directors Have No Credibility With Shareholders
Slide 30: Rebuttal: Saba Cannot and Will Not Make Unilateral Changes to the Fund
Rebuttal: Saba Cannot and Will Not Make Unilateral Changes to the Fund • Axel Merk, who is aligned with Ms. Hoene and Mr. Donovan in a 13D filing group, has inaccurately asserted that Saba will alter the Fund’s investment strategy and management. o Under ASA’s governing structure, any change in the
Slide 31: Rebuttal: The Legacy Directors Were the Ones Who Prevented an Annual Meeting in 2025
Rebuttal: The Legacy Directors Were the Ones Who Prevented an Annual Meeting in 2025 x ASA’s legacy directors and Merk are blaming Messrs. Desai and Kazarian for supposedly preventing an annual meeting from occurring. x In reality, Mr. Kazarian proposed a balanced slate to the legacy directors that
Slide 32: Rebuttal: Mr. Kazarian Did Provide ASA With Potential New Board Nominees
Rebuttal: Mr. Kazarian Did Provide ASA With Potential New Board Nominees • ASA’s Litigation Committee inaccurately claimed in its proxy statement that Mr. Kazarian “declined to name any potential nominees within the formal Board process.” • This is false. As evidenced by the screenshot shown on the
Slide 33: Rebuttal: Ms. Bruce Is Fully Independent of All Interested Parties and Highly Qualified
Rebuttal: Ms. Bruce Is Fully Independent of All Interested Parties and Highly Qualified Contrary to the Litigation Committee’s implications, Ms. Bruce is entirely independent of both Saba and ASA. She is an accomplished director of public companies and mutual funds, with deep expertise in corporate
Slide 34: Rebuttal: Ms. Hoene's Slate Lacks Independence
Rebuttal: Ms. Hoene’s Slate Lacks Independence The four individuals nominated by Ms. Hoene for potential election to the Board at a future meeting are not independent from her, each other or Axel Merk. Jay Baris has had a decade-long friendship with Ms. Hoene. “ The Litigation Committee does not bel
Slide 35: We Believe ASA's Legacy Directors and Merk Should Answer These Key Questions
We Believe ASA’s Legacy Directors and Merk Should Answer These Key Questions The legacy directors and Merk should have to answer to shareholders for their unlawful actions and misleading statements. Why did the legacy directors think it was appropriate to ignore shareholders’ votes and form the spec
Slide 36: Conclusion: Vote FOR Saba's Proposals on the GOLD Proxy Card
Conclusion: Vote FOR Saba’s Proposals on the GOLD Proxy Card 1. Vote to increase the size of the Board from four to five members 2. Subject to the passing of Proposal 1, vote to appoint Maryann Bruce as a director of the Fund with immediate effect 36
Slide 37: Appendix
Appendix
Slide 38: About ASA: Fund Information
About ASA: Fund Information Key Facts Shares (as of 4/30/2025) Ticker ASA Net Assets $636.6M Established in 1958, ASA Gold and Precious Metals Limited is a closed- NAV $33.73 end precious metals and mining fund registered with the United States Share Price $29.98 Securities and Exchange Commission a
Slide 39: Maryann Bruce Full Biography
Maryann Bruce Full Biography Maryann Bruce has served on the Board of Directors of Amalgamated Bank (NASDAQ: AMAL) since 2018. She is currently the Chair of the Enterprise Risk Oversight Committee and also serves on the Executive, CSR, Audit, and Credit Committees. Ms. Bruce has also been the Chair
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