ATLANTIS JAPAN GROWTH FUND LIMITED (“AJGF” or the
“Company”)
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registered number
30709)
RESULT OF ANNUAL GENERAL
MEETING
14 September 2018
At the Annual General Meeting (the “AGM”) of the Company held on
Friday, 14 September 2018, Ordinary
Resolutions 1 to 8 and Special Resolutions 1 to 3 as set out in the
AGM Notice dated 20 July 2018 (the
“Notice”) were duly passed.
Details of the voting results, which should be read alongside
the Notice sent to shareholders, are noted below.
Ordinary
Resolution |
For |
Against |
Abstain |
Discretionary |
1 |
28,654,837 |
1,100 |
2,920 |
126,258 |
2 |
28,642,475 |
13,511 |
2,871 |
126,258 |
3 |
28,615,282 |
40,655 |
2,920 |
126,258 |
4 |
28,615,282 |
39,555 |
4,020 |
126,258 |
5 |
28,651,966 |
1,100 |
5,791 |
126,258 |
6 |
28,639,682 |
14,484 |
4,691 |
126,258 |
7 |
28,637,492 |
15,574 |
5,791 |
126,258 |
8 |
28,643,186 |
9,880 |
5,791 |
126,258 |
Special Business by Special Resolution |
For |
Against |
Abstain |
Discretionary |
9 |
28,653,187 |
1,100 |
4,570 |
126,258 |
10 |
28,644,632 |
3,504 |
10,721 |
126,258 |
11 |
28,596,867 |
45,409 |
16,581 |
126,258 |
Note - A vote withheld is not a vote in law
and has not been counted in the votes for and against a
resolution.
The Special Resolutions were as follows:
Special Resolution 1
“THAT the Company be generally and, subject as hereinafter
appears, unconditionally authorised in accordance with section 315
of the Companies (Guernsey) Law, 2008 (as amended) (the “Companies
Law”) to make market acquisitions (within the meaning of section
316 of the Companies Law) of its issued ordinary shares, provided
that:
i.
the maximum number of ordinary shares hereby authorised to be
purchased shall be 7,346,918 or that number of ordinary shares
which is equal to 14.99 per cent. of the Company’s issued ordinary
share capital on 20 July 2018;
ii. the
minimum price which may be paid for an ordinary share is £0.01;
iii. the maximum
price which may be paid for an ordinary share will not exceed the
higher of (a) 5 per cent. above the average of the middle market
quotations (as derived from the Official List) for the 5
consecutive dealing days ending on the dealing day immediately
preceding the date on which the purchase is made; and (b) the
higher of the price quoted for the last independent trade and the
highest current independent bid as stipulated by Article 3(2) of EU
Buy-back and Stabilisation Regulation (No. 1052 of 2016);
iv. any ordinary
shares purchased may be cancelled or held in treasury;
v.
the authority hereby conferred shall, unless renewed, expire at the
conclusion of the Company’s AGM in 2019;
vi. the Company
may make a contract to purchase ordinary shares under the authority
hereby conferred prior to the expiry of such authority and may make
a purchase of ordinary shares pursuant to any such contract
concluded before the authority expired notwithstanding such expiry;
and
vii. any purchase of
ordinary shares will be made in the market for cash at prices below
the prevailing Net Asset Value per ordinary share.”
Special Resolution 2
“THAT the Directors of the Company be and are generally and
unconditionally authorised in accordance with section 291 of the
Companies (Guernsey) Law, 2008 (as amended) to exercise all powers
of the Company to issue ordinary shares at a premium to the then
prevailing Net Asset Value, up to a maximum number of 4,901,213
ordinary shares (representing 10% of the ordinary share capital as
at the date of this notice), provided that such authority shall
expire at the conclusion of the Company’s AGM to be held in 2019
(save that the Company may prior to the expiry of such period make
any offer or agreement which would or might require such ordinary
shares to be issued after such expiry and the Directors of the
Company may issue such ordinary shares in pursuance of any such
offer or agreement as if the authority conferred hereby had not
expired).”
Special Resolution 3
“THAT the pre-emption rights granted to Shareholders pursuant to
Article 11.3.1 of the Articles of Incorporation of the Company
shall not apply in respect of the issue of up to 4,901,213 ordinary
shares (representing 10% of the Company’s issued ordinary share
capital excluding treasury shares as at the date of this notice),
issued at a premium to the then prevailing Net Asset Value, such
authority to expire at the conclusion of the Company’s AGM to be
held in 2019 (save that the Company may prior to the expiry of such
period make any offer or agreement which would or might require
such ordinary shares to be issued (or sold from treasury) after
such expiry and the Directors of the Company may issue (or sell
from treasury) such ordinary shares in pursuance of any such offer
or agreement as if the authority conferred hereby had not expired),
unless such resolution is previously revoked by the Company’s
shareholders by further special resolution.
In accordance with Listing Rule 9.6.3, a copy of the Special
Resolutions will shortly be available for inspection on the
National Storage Mechanism which is located at:
www.morningstar.co.uk/uk/NSM.
Enquiries
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001