AGM Information • Jun 25, 2025
AGM Information
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Public Company Limited by Shares Special Resolutions of EJF Investments Limited (the "Company")
Passed on 24 June 2025
At the Annual General Meeting of the above-named Company, duly convened and held at IFC 5, St Helier, Jersey, JE1 1ST on 24 June 2025 at 15:00 p.m., the following Special Resolutions were duly passed:
IT WAS RESOLVED THAT in substitution for Resolution 9 of the Shareholder Resolutions passed at the annual general meeting of the Company on 6 June 2024, the Company be generally and unconditionally authorised in accordance with Article 57 of the Companies Law (subject to any applicable legislation and regulations) to make market purchases of its own Ordinary Shares in accordance with the Articles and on such terms as the Directors think fit, provided that:
a. the maximum aggregate number of Ordinary Shares authorised to be purchased is 9,165,665 (representing approximately 14.99 per cent. of the total issued ordinary share capital (exclusive of Ordinary Shares held in treasury) as at the Latest Practicable Date prior to the publication of this Notice of Annual General Meeting);
b. the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is one penny per Ordinary Share (or equivalent in any other currency); and
c. the maximum price, exclusive of any expenses, which may be paid for an Ordinary Share is an amount equal to the higher of:
i. 105 per cent. of the average of the middle market quotations for an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange) for the five Business Days immediately preceding the day on which such Ordinary Share is contracted to be purchased; and
ii. the higher of:
the price of the last independent trade of an Ordinary Share; and
the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out.
and the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on 9 June 2026) (unless previously revoked, varied, renewed or extended by the Company in general meeting), save that (i) the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary Shares in pursuance of any such contract; and (ii) the Company be generally and unconditionally authorised to cancel or hold in treasury any of the Ordinary Shares purchased pursuant to this Resolution 9 and the Directors may, at their discretion, subsequently cancel, sell or transfer such Ordinary Shares held in treasury in accordance with Article 58A of Companies Law.
IT WAS RESOLVED THAT the Directors of the Company be and are hereby generally and unconditionally authorised to allot and issue (or to sell Ordinary Shares from treasury) an aggregate of up to 7,695,370 Ordinary Shares, representing approximately 10 per cent. of the Company's total issued ordinary share capital (inclusive of Ordinary Shares held in treasury) as at the Latest Practicable Date prior to the publication of this Notice of Annual General Meeting, for cash in whatever currency and at whatever price they may determine as if the Pre-Emption Rights did not apply did not apply to such
allotment and issue (or sale from treasury), such authority to expire on conclusion of the next annual general meeting of the Company (or, if earlier, 9 June 2026) save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired. For the avoidance of doubt this authority:
a. is independent to and shall replace the authorities granted by Resolution 10 of the Shareholder Resolutions passed at the annual general meeting of the Company on 6 June 2024;
b. may be used at any time in favour of the Manager in satisfaction of any incentive fees due to it under and in accordance with the terms of the Management Agreement.
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Alan Dunphy For and on behalf of EJF Investments Limited
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