Tufton Oceanic Assets Limited

AGM Information • Oct 29, 2024

Notice of AGM Tufton Oceanic Assets Limited

Registered Office Address: 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL

Registration Number: 63061

This document is important and requires your immediate attention. If you are in doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, or other independent professional adviser. If you have recently sold or transferred all your shares in Tufton Oceanic Assets Limited, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Dear Shareholder,

I am pleased to send you the notice of the 2024 Annual General Meeting ("AGM") of the members of Tufton Oceanic Assets Limited (the "Company" or "SHIP"), to be held at 1 Royal Avenue, St Peter Port, Guernsey GY1 2HL on Thursday, 24 October 2024 at 11.00 am BST time. Explanatory notes on all resolutions accompany the notice of the AGM (the "Notice").

Re-Election of Directors

As in previous years, all Directors are offering themselves for re-election or election in accordance with the AIC Code of Corporate Governance and the Articles of Incorporation of the Company (the "Articles"). Please note for your information that biographical details of all the Directors offering themselves for re-election are set out in the explanatory notes to the resolutions that follow this Notice.

Continuation Vote

Alongside the ordinary business of the 2024 AGM, a resolution for the continuation of the Company is included in the Notice.

As set out in the Prospectus, the Directors will propose an ordinary resolution at the 2024 AGM that the Company continues its business (the "Continuation Resolution"). If the Continuation Resolution is passed at the 2024 AGM, the Directors will put a further resolution to Shareholders at the 2027 AGM and every three years thereafter.

The Board unanimously recommends that Shareholders vote in favour of the Continuation Resolution and the Board intend to vote the shares they control in favour.

The Board, in consultation with the Investment Manager, undertook a review of the Company's midterm strategy the highlights of which were announced on 17 January 2024 including:

• Since its IPO in December 2017, the Company has delivered strong results in line with its original objectives, despite the very challenging economic and operational backdrop during Covid, ongoing geopolitical events and the impact of inflation.
• The Investment Manager anticipates the investment opportunity set for fuel-efficient secondhand vessels to be very strong for the next decade as the shipping industry slowly transitions to net-zero carbon fuels to meet tightening regulations and decarbonisation targets.
• The Board and the Investment Manager believe that strong supply-side fundamentals will continue to support high yields and secondhand values in the medium term, resulting in future IRRs being higher than the Company's published target.

Acknowledging the discount of the share price to the Company's NAV, the Board also announced changes to the Company's capital allocation policy and use of investible cash as follows:

• With effect from 1Q24, SHIP's annual target dividend was increased by c.17.6% from US\$0.085/share to US\$0.10/share.
• Towards the end of August 2024, the Company returned US\$31.5m by way of a one-time compulsory Redemption of shares at a price of US\$1.550 / share (being the NAV per share as at 30 June 2024).
• The Company sees fleet renewal (based on age, technology, and sector outlook) as a priority. Returns from all new asset investments over a three-year holding period will be compared to the benefit from a further return of capital given the prevailing share price at the time of the proposed investment and medium-term market outlook.
• The Board will annually evaluate a further return of capital using excess investible cash if no suitable investment opportunities are presented.
• The current buy-back policy is to remain in place i.e. excess cash may be used, at the discretion of the directors, to repurchase shares should they trade at a >10% discount to NAV, as set out in the Company's listing documents.

The Board therefore believes the correct strategy for SHIP over the medium term through to 2030 is to continue investing in fuel-efficient secondhand vessels to maximise shareholder returns, intending to realise the Company's current portfolio of assets starting from 2028, well before the decarbonisation of shipping accelerates.

Company Name Change

The Board is proposing that the name of the Company be changed to Tufton Assets Limited as of 1 November 2024.

At the time of IPO, the Investment Manager was called Tufton Oceanic Limited ("TOL"). TOL was a professional investment manager with activities in the maritime industry involving both real maritime asset investments as well as financial asset (equity and derivative) investments. In late 2020, TOL informed the Company's Board of a reorganisation of its activities whereby the financial asset investment side of the business had been subject to a management buy-out under the subsequent name of Oceanic Investment Management Limited ("OIM") and that the real maritime asset investment activities of the Investment Manager would remain in place but with a name change to Tufton Investment Management Ltd ("TIM"). This change was notified to SHIP stakeholders on 5 January 2021.

It is proposed to remove "Oceanic" from the name of the Company and to re-name it Tufton Assets Limited thereby confirming that there is no ongoing connection between TIM and OIM. There is no change of any sort to the Investment Manager or any of the services provided by TIM to the Company.

Voting

The Board of Directors of the Company believe that the proposed resolutions set out in this Notice are in the best interests of the Company and its members.

If you would like to vote on the resolutions, please appoint a proxy by no later than Tuesday, 22 October 2024 at 11.00 am BST time. A form of proxy accompanies the Notice.

All resolutions will be put to a poll in reflection of best practice and to ensure that all members have their votes considered, proportional to their shareholdings in the Company.

The results of the AGM will be announced to the market as soon as practicable after the conclusion of the AGM. Should you wish to discuss anything ahead of the AGM, please see the contact details below:

Tufton Investment Management Ltd, the Investment Manager

andrew.hampson@tufton.com

nicolas.tirogalas@tufton.com

Hudnall Capital, the Joint Broker

ac@hudnallcapital.com

Singer Capital Markets, the Joint Broker

James.Maxwell@singercm.com

Alex.Bond@singercm.com

Jalini.kalaravy@singercm.com

Apex Administration (Guernsey) Limited, the Company Secretary & Chairman

shipadmin@apexgroup.com

Yours faithfully,

Robert King Independent Non-Executive Chairman

NOTICE OF ANNUAL GENERAL MEETING 2024

Notice is hereby given that the eighth Annual General Meeting of the members of Tufton Oceanic Assets Limited (the "Company") will be held at 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey GY1 2HL on Thursday, 24 October 2024 at 11.00am BST time to transact the business set out in the resolutions below.

ORDINARY RESOLUTIONS

• 1. To receive the Company's Annual Report and Audited Financial Statements for the year ended 30 June 2024.
• 1. To re-appoint PricewaterhouseCoopers CI LLP as auditor to the Company until the conclusion of the next general meeting at which accounts are laid before the Company.
• 1. To authorise the Directors of the Company (the "Directors") to determine the remuneration of the auditor.
• 1. To approve the remuneration of the Directors for the year ended 30 June 2024, as set out in the Directors' Report.
• 1. To re-elect Mr Robert King as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
• 1. To re-elect Mr Stephen Le Page as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
• 1. To re-elect Mr Paul Barnes as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
• 1. To re-elect Ms Christine Rødsæther as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
• 1. To re-elect Ms Trina Le Noury as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
• 1. To authorise the Company to make market acquisitions (as defined in the Companies (Guernsey) Law, 2008, as amended) of its own ordinary shares of no par value ("Ordinary Shares"), either for cancellation or to hold as treasury shares for future resale or transfer, provided that:
  2. a. the maximum number of Ordinary Shares authorised to be purchased shall be up to 14.99% of the Ordinary Shares in issue (excluding treasury shares in issue) as at 25 September 2024 (being the last business day prior to the publication of the Notice);
  3. b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is US\$0.01;
  4. c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to the higher of:
     • i. an amount equal to 5% above the average of the mid-market values of an Ordinary Share taken from the London Stock Exchange Daily Official List for the five business days before the purchase is made; or

• ii. the higher of the price of the last independent trade or the highest current independent bid for Ordinary Shares on the London Stock Exchange at the time the purchase is carried out;

• d. subject to paragraph (e), such authority shall expire at the annual general meeting of the Company to be held in 2025 (unless previously varied, revoked or renewed by the Company in general meeting) or, if earlier, the date falling 15 months from the passing of this resolution; and
• e. notwithstanding paragraph (d), the Company may make a contract to purchase its Ordinary Shares pursuant to the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of its own Ordinary Shares in pursuance of any such contract notwithstanding the expiry of the authority given by this resolution.
• 1. To re-approve the dividend policy of the Company as set out in the Prospectus dated 8 December 2017.
• 1. To approve the continuation of the company as set out in the Prospectus dated 8 December 2017.

SPECIAL RESOLUTION

1. To consider and approve the Company name change from Tufton Oceanic Assets Limited to Tufton Assets Limited as of 1 November 2024.

EXTRAORDINARY RESOLUTION

1. To authorise the Directors to allot and issue shares, to grant rights to subscribe for or to convert any security into shares and to make offers or agreements to allot and issue equity securities (as defined in Article 5.1(a) of the Articles) for cash and/or to sell Ordinary Shares held by the Company as treasury shares as if the pre-emption rights contained in Article 5.2 of the Articles did not apply to any such allotment, grant or sale, provided that such authority shall be limited to the allotment of shares and/or grant of rights to subscribe for or to convert any security into shares and/or sale of treasury shares up to an aggregate number of Ordinary Shares as equal to 27,075,633 Ordinary Shares (representing 10% of the Ordinary Shares in issue as at 25 September 2024) (excluding any Ordinary Shares held in treasury and after giving effect to the exercise of warrants, options or other convertible securities outstanding as at such date).

The authority granted by this resolution shall, unless renewed, varied or revoked by the Company, expire on the earlier of the conclusion of the next annual general meeting of the Company and 15 months after the passing of this resolution, save that the Company may, before such expiry, make offers or enter into agreements during the relevant period which would or might require.

Ordinary Shares to be allotted and issued or rights to subscribe for or to convert any security into Ordinary Shares to be granted or Ordinary Shares held in treasury to be sold after this authority has expired and the Directors may allot and issue equity securities and/or sell Ordinary Shares out of treasury in pursuance of any such offer or agreement as if this power had not expired.

By order of the Board On behalf of Apex Administration (Guernsey) Limited Company Secretary

1 Royal Avenue Royal Plaza St Peter Port Guernsey GY1 2HL

EXPLANATORY NOTES - GENERAL

The following notes explain your general rights as a member and your right to vote at the 2024 AGM or to appoint someone else to vote on your behalf.

A member of the Company who is entitled to attend the AGM is entitled to appoint one or more proxies to attend, speak and vote in their place. A proxy does not need to be a member of the Company but must attend the AGM to represent you. Details of how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. A member may appoint more than one proxy to attend the AGM, provided that each proxy is appointed to exercise rights attached to different shares. Under the current circumstances, the Board strongly advises shareholders to appoint the Chairman of the meeting as their proxy for all votes. Please note that appointing a proxy who cannot attend the AGM will effectively void your vote.

A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. Corporate members are strongly encouraged to complete and return a form of proxy appointing the Chairman of the meeting to ensure their votes are included in the poll.

A form of proxy is enclosed which should be completed in accordance with the instructions. To be valid, this form of proxy and any power of attorney or other authority under which it is executed (or a duly certified copy of such power of attorney) must be lodged with the Company's Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or by e-mail to #UKCSBRS.ExternalProxyQueries@computershare.co.uk. Alternatively, completed forms can be sent to the registered office of the Company c/o Apex Administration (Guernsey) Limited, 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey, GY1 2HL. All proxies must be received by no later than 11.00 am BST time on Tuesday, 22 October 2024, being 48 hours before the time appointed for the AGM. Submission of a proxy appointment will not preclude a member from attending and voting at the AGM should they wish to do so.

CREST offers a proxy voting service which the Company's Registrar, Computershare are an agent of.

Shareholders are advised that, upon receipt of their proxy form from the Company, if they wish to appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the Company's agent (ID 3RA50) two days prior to the date of the Company's AGM at the latest. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means.

CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST.

For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 am BST time on 22 October 2024 to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

Please note that the AGM will not be made available by way of publicly available real-time broadcast.

As at 25 September 2024 (being the last business day prior to the publication of the Notice), the Company's issued share capital consists of 270,756,330 Ordinary Shares, carrying one vote each. Therefore, the total number of voting rights in the Company as at 25 September 2024 is 270,756,330.

EXPLANATORY NOTES – ORDINARY RESOLUTIONS 1 to 12

ORDINARY RESOLUTION 1 – The Company must present the financial statements for the year ended 30 June 2024 and the reports of the Directors and the Auditor to the AGM for approval.

ORDINARY RESOLUTION 2 – The auditor of the Company must be re-appointed at each general meeting where accounts are laid, to hold office until the conclusion of the next such general meeting. It is proposed that PricewaterhouseCoopers CI LLP Limited be re-appointed as the Company's auditor, to hold office from the AGM's conclusion until the conclusion of the next general meeting at which accounts are laid before the Company.

ORDINARY RESOLUTION 3 – This resolution gives authority to the Board of Directors to determine the remuneration of the Auditor.

ORDINARY RESOLUTION 4 – Guernsey-registered companies are not obliged to prepare and publish a Directors' Remuneration Report. However, the Company has included details of its Directors' remuneration within the Financial Report and Audited Financial Statements and an ordinary resolution will be put to shareholders seeking approval of the Directors' remuneration, which will be advisory only.

ORDINARY RESOLUTIONS 5-9 – The full Board of Directors are retiring. They are offering themselves for re-election or election as appropriate in accordance with Article 23.1 of the Articles and the Association of Investment Companies ("AIC") Code of Corporate Governance, of which the Company is a member. A brief biography for each of the Directors is set out on pages 35 and 36 of the Annual Report and Audited Financial Statements.

ORDINARY RESOLUTION 10 – This resolution grants the Company authority to make market purchases of up to 14.99% of the Ordinary Shares in issue as at 25 September 2024 (being the last business day prior to the publication of the Notice). The Ordinary Shares bought back will either be cancelled or placed into treasury at the determination of the Directors.

The maximum price which may be paid for each Ordinary Share must not be more than the higher of (i) 5% above the average of the mid-market values of an Ordinary Share taken from the London Stock Exchange Daily Official List for the five business days before the purchase is made; or (ii) the higher of the price of the last independent trade or the highest current independent bid for the Ordinary Shares on the London Stock Exchange at the time the purchase is carried out. The minimum price which may be paid for each Ordinary Share is US\$0.01.

This authority shall expire at the next annual general meeting of the Company (or, if earlier, the date falling 15 months from the passing of this resolution), when a resolution to renew the authority will be proposed. The Company currently intends that any Ordinary Shares repurchased would be held in treasury, subject to applicable law and regulation.

ORDINARY RESOLUTION 11 – Shareholders are being asked to approve the Company's policy with respect to the payment of dividends. This approval will be advisory only. The dividend policy, as set out in the Prospectus dated 25 September 2018, is summarised below:

Dividend Policy

The Company intends to pay dividends on a quarterly basis with dividends declared in January, April, July and October. The Company will target a quarterly dividend of 2.5 cents per Ordinary Share for the financial year 2025.

ORDINARY RESOLUTION 12 – This resolution grants the Company authority to continue its business. The Continuation Resolution, as set out in the Prospectus dated 25 September 2018, is summarised below:

Continuation Resolutions

The Directors propose an ordinary resolution at the annual general meeting to be held in 2024 that the Company continues its business (a "Continuation Resolution"). If this Continuation Resolution is passed, then the Directors shall every three years thereafter at the annual general meeting held following the publication of the audited accounts propose a further Continuation Resolution.

If the Continuation Resolution is not passed, the Directors will put forward proposals for the reconstruction or reorganisation of the Company to Shareholders for their approval as soon as reasonably practicable following the date on which the Continuation Resolution is not passed. These proposals may or may not involve winding up the Company and, accordingly, failure to pass the Continuation Resolution will not necessarily result in the winding up of the Company.

An Ordinary Resolution is a resolution passed by a simple majority of Members.

SPECIAL RESOLUTION 13 - Company Name Change – This resolution will, if passed, allow the Company to change its name from Tufton Oceanic Assets Limited to Tufton Assets Limited as of 1 November 2024.

A Special Resolution is a resolution of the shareholders present in person in a general meeting passed by a majority of not less than seventy-five percent of the votes recorded on a show of hands or by way of a poll.

EXTRAORDINARY RESOLUTION 14 - General Disapplication of Pre-emption Rights – This resolution will, if passed, give the Directors power to allot shares or grant rights to subscribe for or to convert any security into shares or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings up to an aggregate number of Ordinary Shares as equal to 27,075,633 Ordinary Shares, which represents approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 25 September 2024.

Resolution 14 will allow the Company to carry out one or more tap issues, in aggregate, up to 10% of the number of Ordinary Shares in issue as at the last business day prior to publication of the Notice and thus to pursue specific investment opportunities in a timely manner in the future and without the requirement to publish a prospectus and incur the associated costs.

Any new Ordinary Shares issued under the combined authority will be at a minimum issue price equal to the last published NAV per Ordinary Share at the time of allotment together with a premium intended at least to cover the costs and expenses of the relevant placing or issue of new Ordinary Shares (including, without limitation, any placing commissions). The issue price in respect of each relevant placing or issue of new Ordinary Shares will be determined on the basis described above to cover the costs and expenses of each placing or issue and thereby avoid any dilution of the NAV of the then existing Ordinary Shares held by shareholders.

In accordance with the Articles, an Extraordinary Resolution is a resolution of the shareholders present in person in a general meeting passed by a majority of not less than seventy-five percent of the votes recorded on a show of hands or by way of a poll.

Form of Proxy - Annual General Meeting 2024

To be held at 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey GY1 2HL

On Thursday, 24 October 2024 at 11.00 am BST time and at any adjournment thereof

I/We………………………………………..………………………………………………….………

(BLOCK LETTERS PLEASE)

of………………………………………………………………………………………………………

…………………………………………………………………………………………………………

being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting/ or*

………………………………………………………………………………………………………………

as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 1 Royal Avenue Royal Plaza, St Peter Port, Guernsey, GY1 2HL on Thursday, 24 October 2024 at 11.00 pm BST time and at any adjournment thereof.

* To allow effective constitution of the meeting, if it is apparent to the Chairman that no shareholders will be present other than by proxy, then the Chairman may appoint a substitute to act as proxy in his stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman. A proxy need not be a member of the Company.

I/We direct my/our proxy to vote as follows:

ORDINARY RESOLUTIONS		FOR	AGAINST	VOTE WITHHELD**
1.	To receive the Company's Annual Report and Audited Financial Statements for the year ended 30 June 2024.
2.	To re-appoint PricewaterhouseCoopers CI LLP as auditor to the Company until the conclusion of the next general meeting at which accounts are laid before the Company.
3.	To authorise the Directors to determine the remuneration of the auditor.
4.	To approve the remuneration of the Directors for the year ended 30 June 2024, as set out in the Directors' Report.

ORDINARY RESOLUTIONS		FOR	AGAINST	VOTE WITHHELD**
5.	To re-elect Mr Robert King as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
6.	To re-elect Mr Stephen Le Page as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
7.	To re-elect Mr Paul Barnes as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
8.	To re-elect Ms Christine Rødsæther as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
9.	To elect Ms Trina Le Noury as a Director who retires by rotation in accordance with Article 21.3 of the Articles.
	10. Authority to make acquisitions of the Company's own shares.
	11. To approve the Company's dividend policy.
	12. To approve the Continuation of the Company.
	SPECIAL RESOLUTION
	13. To approve the Company name change.
	EXTRAORDINARY RESOLUTION
	14. Authority to allot and issue shares and to sell shares held in treasury as if the pre-emption rights in the Articles do not apply.

Signed this day of 2024

Signature

[ ] Please tick here to indicate that this proxy instruction is in addition to a previous instruction. Otherwise it will overwrite any previous instruction given.

NOTES TO THE FORM OF PROXY:

• i. Please indicate with an "X" in the appropriate box how you wish the proxy to vote.
• ii. If no "X" is marked in any of the for/against/vote withheld boxes in respect of a resolution, the proxy will exercise their discretion as to how they vote or whether they withhold their vote. The proxy will also exercise their discretion as to how they vote or whether they withhold their vote on any business or resolution considered at the AGM other than the resolutions referred to in this form of proxy.
• iii. In accordance with sections 222 and 223 of The Companies (Guernsey) Law 2008, you may appoint more than one person as your proxy to exercise all or any rights to attend and to speak and vote.
• iv. **A vote withheld is not a vote in law and will not be counted in the calculation of the votes "For" and "Against" a resolution.
• v. To be valid this form of proxy and any power of attorney or of the authority under which it is executed (or a duly certified copy of such power of attorney) must be lodged with the Company's Registrar: Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or the registered office of the Company c/o Apex Administration (Guernsey) Limited, 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey, GY1 2HL by no later than 11.00 am BST time on Tuesday, 22 October 2024, being 48 hours before the time appointed for the AGM. Completing and returning this form of proxy will not prevent you from attending the meeting and voting in person if you so wish.
• vi. In order to revoke a proxy instruction, a member will need to send a signed hard copy notice clearly stating their intention to revoke a proxy appointment, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, to the Company's Registrar to the contact details noted above.
• vii. A form of proxy executed by a corporation must be either under its common seal or signed by an officer or attorney duly authorised by that corporation.
• viii. In the case of joint holdings, the signature of the first named member on the Register of Members will be accepted to the exclusion of the votes of the other joint holders.
• ix. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two business days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.