Pre-Annual General Meeting Information • Feb 28, 2022
Pre-Annual General Meeting Information
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The Shareholders of Interfund Investments Plc are hereby notified that an Extraordinary General Meeting of the Company's shareholders will be held at 9, Archbishop Makarios III str., on 30 March 2022, at 16.00, to examine and approve (if deemed proper) the following special resolutions.
WHEREAS further to an application of the Board of Directors, which included a relevant information document analysing in detail the requested diversifications and their consequences, as well as the business plan prepared by the Company in connection with the expansion and diversification of the Company's activities (the Information Document), the Cyprus Stock Exchange (CSE) has allowed the expansion of the Company's activities and its exemption from the investment restrictions and obligations provided in the regulatory decisions of the CSE Council on the Stock Exchange's markets;
WHEREAS the consent of the Securities and Exchange Commission to this effect has been obtained;
WHEREAS the relevant Information Document dated 14/02/2022 was duly published on 28/02/2022 on the websites www.globalcapital.com.cy and www.7qfs.com, which provide access to investors free of charge;
WHEREAS these matters remain pending and need to be put before the General Meeting for purposes of approving the expansion of the Company's activities and the exemption from the investment restrictions and obligations provided in the regulatory decisions of the CSE Council on the Stock Exchange's markets;
WHEREAS it is necessary to adopt special resolutions in order to modify and amend the objects of the current Memorandum of Association as well as for the expansion of the Company's activities and the exemption from the investment restrictions and obligations provided in the regulatory decisions of the CSE Council on the Stock Exchange's markets;
The Board of Directors proposes accordingly the approval of the following special resolutions:
"That the Company's Memorandum of Association be amended with the addition of the following objects:
"To invest in alternative investments via vehicles, organisations and/or entities, of any form and, irrespective of whether they constitute a legal entity or not, including, without limitation, alternative investment firms and/or collective investment vehicles and/or collective investment schemes and/or collective investment funds, open-ended undertakings for collective investment in transferable securities (UCITS), variable capital investment firms, fixed capital investment firms, société d'investissement à capital variable (SICAV), mutual funds, exchange traded funds, hedge funds, real estate investment trusts, partnerships, trusts, contractual and/or other similar arrangements, etc., which hold appropriate underlying investments and/or in cash and cash equivalents including, without limitation, treasury bills, term deposits, notice deposits, current accounts or other equivalent type of accounts, and/or in fixed income investments including, without limitation, treasury bills, government and corporate bonds, corporate credits, bonds and
other equivalent instruments (of a duration exceeding 12 months) and/or in investments of securities including shares, transferable securities, parts and/or in alternative investments including, without limitation, merchandise, immovable property, precious and industrial metals, private organisations in the form of a company and/or other legal entity, trusts, partnerships and/or contractual and/or other arrangements and in other hedge instruments.
"To invest in cash and cash equivalents including, without limitation, treasury bills, term deposits, notice deposits, current accounts or other equivalent type of accounts."
"To invest in alternative investments including, without limitation, merchandise, immovable property, precious and industrial metals, private organisations in the form of a company and/or other legal entity, trusts, partnerships and/or contractual and/or other arrangements and in other hedge instruments and to acquire, purchase, possess, manage, exchange, assign, lease, sub-lease, administer, develop, mortgage, charge, sell or otherwise dispose of and/or exploit in any manner the said investments."
"To approve the expansion of the Company's activities on the basis of the Information Document dated 14/02/2022 and to exempt it from the investment restrictions and obligations provided in the regulatory decisions of the CSE Council on the Stock Exchange's markets."
"That paragraph 47 of the Company's Articles of Association be amended with the addition of the following proviso after the first proviso of the said paragraph which ends with the phrase "of the shareholders granting such right.":
Further provided that, for so long as the Company's shares are admitted to trading on the Cyprus Stock Exchange:
(a) Notwithstanding any provision to the contrary in these Articles of Association, in application of Article 128(1) of the Law, the Notice for the Company's General Meeting and any information or document in connection with the General Meeting may, at the option of the Company, be given with an announcement of the Company on its website and, should this be the case, also with publication in the daily press and such notice and any relevant information or document in connection with the General Meeting shall be deemed to have been duly given or made or served or sent to a member or person entitled to receive such notice in accordance with the Regulations. Cognizance of any such notice or information or document announced or published as provided above shall be deemed to have been taken on the day following the day on which the notice was first published on the Company's website or in the daily press (whichever occurs earlier). Provided that the publication in the daily press may refer the members of the Company to the Company itself or to the Company's website for any additional relevant explanation or information.
(b) No provision in these Articles of Association shall annul the proceedings of the General Meeting the notice or other document or information in connection therewith was not published during the prescribed period, where such nonpublication is due to circumstances which the Company could not have been reasonably expected to deter or avoid."
"That the Company's Board of Directors be authorised and it is hereby authorised to take all necessary actions to increase the Company's share capital through the issue and free allotment of rights to all the shareholders".
"That the Board of Directors and the Company Secretary take all necessary actions to implement the above Special Resolutions 1, 2, 3 & 4, including the ratification of Special Resolution 2 by the competent Court."
By order of the Board of Directors
Brena Services Ltd Secretary
28 February 2022
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