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FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE REPUBLIC OF IRELAND), AUSTRALIA, CANADA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
13 June 2023
EJF Investments Ltd (the "Company")
Results of AGM
The Company announces that at the Annual General Meeting held on 13 June 2023 the below resolutions were duly passed via a poll (which incorporated proxy votes lodged in advance of the meeting), the results of which are as follows:
|
ORDINARY RESOLUTIONS |
FOR |
AGAINST |
WITHHELD |
|
Resolution 1 THAT the report of the directors of the Company and the annual report and audited financial statements for the year ended 31 December 2022 be received and adopted. |
25,815,384
99.96% |
10,000
0.04% |
0 |
|
Resolution 2 THAT the Directors' remuneration report (which is set out in the annual report and audited financial statements of the Company for the year ended 31 December 2022) be approved. |
25,815,384
99.96% |
10,000
0.04% |
0 |
|
Resolution 3 THAT Joanna Dentskevich be re-elected as a director of the Company. |
20,131,718
77.95% |
5,693,666
22.05% |
0 |
|
Resolution 4 THAT Alan Dunphy be re-elected as a director of the Company. |
25,815,384
99.96% |
10,000
0.04% |
0 |
|
Resolution 5 THAT Nick Watkins be re-elected as a director of the Company. |
20,196,718
78.20% |
5,628,666
21.80% |
0 |
|
Resolution 6 THAT Neal J. Wilson be re-elected as a director of the Company. |
20,196,718
78.20% |
5,628,666
21.80% |
0 |
|
Resolution 7 THAT the Company's dividend policy to continue to pay quarterly interim dividends per financial year (which, in the financial year ending 31 December 2022, have totalled 10.7 pence per Ordinary Share) be approved. |
25,825,384
100% |
0
0% |
0 |
|
Resolution 8 THAT KPMG LLP be appointed as auditor of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting of the Company. |
25,815,384
99.96% |
10,000
0.04% |
0
|
|
Resolution 9 THAT the Audit and Risk Committee be authorised for and on behalf of the Board to determine the remuneration of KPMG LLP as the Company's auditor. |
25,815,384
99.96% |
10,000
0.04% |
0
|
|
SPECIAL RESOLUTIONS |
FOR |
AGAINST |
WITHHELD |
|
Resolution 10 THAT the Company be authorised to purchase up to 9,165,665 of its own Ordinary Shares, representing approximately 14.99 per cent of the Company's total issued ordinary share capital (exclusive of Ordinary Shares held in treasury) and to either cancel or hold in treasury any Ordinary Shares so purchased. |
25,825,384
100% |
0
0% |
0
|
|
Resolution 11 THAT the Directors be authorised to allot and issue (or sell Ordinary Shares from treasury) 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 if the pre-emption rights in the Articles did not apply. |
25,815,384
99.96% |
10,000
0.04% |
0
|
Notes:
1. Votes "For" and "Against" are expressed as a percentage of votes received.
2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.
The Board notes that votes representing 22.05% of total votes cast were received against the resolution to approve that Joanna Dentskevich be re-elected as a director of the Company, substantially all of which were cast by a single shareholder.
The Board notes that votes representing 21.80% of total votes cast were received against the resolution to approve that Nick Watkins and Neal J. Wilson be re-elected as a director of the Company, substantially all of which were cast by a single shareholder.
The UK Corporate Governance Code (the "UK Code") notes that where a significant proportion of votes have been cast against a resolution at a general meeting, a company should explain what actions it has taken to understand the reasons behind the vote. For these purposes, the UK Code and the Investment Association consider 20% or more of votes cast against a board recommendation for a resolution as being "significant".
The Company will engage with the relevant shareholder who voted against the relevant resolutions, in order to understand the reasons for their vote.
The full text and details of the resolutions passed, together with the explanatory notes, are set out in the Notice of Annual General Meeting dated 18 May 2023, which is available at https://www.ejfi.com/.
These results will also be made available on the Company's website and a copy of resolutions passed as special business will be submitted as soon as practicable to the National Storage Mechanism and will be available shortly for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
ENQUIRIES
For the Investment Manager
EJF Investments Manager LLC
Peter Stage / Jay Ghatalia
[email protected] / [email protected]
+44 203 752 6775 / +44 203 752 6776
For the Company Secretary and Administrator
BNP Paribas S.A., Jersey Branch
+44 1534 709 198/ +44 1534 813 967
For the Broker
Barclays Bank PLC
Dion Di Miceli
Stuart Muress
James Atkinson
+44 207 623 2323
Liberum Capital Limited
Darren Vickers / Owen Matthews
+44 203 100 2222
About EJF Investments Limited
EJFI is a registered closed-ended limited liability company incorporated in Jersey under the Companies (Jersey) Law 1991, as amended, on 20 October 2016 with registered number 122353. The Company is regulated by the Jersey Financial Services Commission (the "JFSC"). The JFSC is protected by both the Collective Investment Funds (Jersey) Law 1988 and the Financial Services (Jersey) Law 1998, as amended, against liability arising from the discharge of its functions under such laws.
LEI: 549300XZYEQCLA1ZAT25
Investor information & warnings
The latest available information on the Company can be accessed via its website at www.ejfi.com.
This communication has been issued by, and is the sole responsibility of, the Company and is for information purposes only. It is not, and is not intended to be an invitation, inducement, offer or solicitation to deal in the shares of the Company. The price and value of shares in the Company and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares in the Company. An investment in the Company should be considered only as part of a balanced portfolio of which it should not form a disproportionate part. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision.
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