TIDMEJFI TIDMTTM
RNS Number : 5965C
EJF Investments Ltd
13 June 2023
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 25,815,384 10,000
ended 31 December 2022 be
received and adopted. 99.96% 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 25,815,384 10,000
ended 31 December 2022)
be approved. 99.96% 0.04% 0
----------- ---------- ---------
Resolution 3
THAT Joanna Dentskevich 20,131,718 5,693,666
be re-elected as a director
of the Company. 77.95% 22.05% 0
----------- ---------- ---------
Resolution 4 25,815,384 10,000
THAT Alan Dunphy be re-elected
as a director of the Company. 99.96% 0.04% 0
----------- ---------- ---------
Resolution 5 20,196,718 5,628,666
THAT Nick Watkins be re-elected
as a director of the Company. 78.20% 21.80% 0
----------- ---------- ---------
Resolution 6 20,196,718 5,628,666
THAT Neal J. Wilson be re-elected
as a director of the Company. 78.20% 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 25,825,384 0
10.7 pence per Ordinary
Share) be approved. 100% 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 25,815,384 10,000
annual general meeting of
the Company. 99.96% 0.04% 0
----------- ---------- ---------
Resolution 9
THAT the Audit and Risk
Committee be authorised
for and on behalf of the
Board to determine the remuneration 25,815,384 10,000
of KPMG LLP as the Company's
auditor. 99.96% 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 25,825,384 0
hold in treasury any Ordinary
Shares so purchased. 100% 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 25,815,384 10,000
in the Articles did not
apply. 99.96% 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
pstage@ejfcap.com / jghatalia@ejfcap.com
+44 203 752 6775 / +44 203 752 6776
For the Company Secretary and Administrator
BNP Paribas S.A., Jersey Branch
jersey.bp2s.ejf.cosec@bnpparibas.com
+44 1534 709 198/ +44 1534 813 967
For the Broker
Barclays Bank PLC
Dion Di Miceli
Stuart Muress
James Atkinson
BarclaysInvestmentCompanies@barclays.com
+44 207 623 2323
Liberum Capital Limited
Darren Vickers / Owen Matthews
ejfinvestments@liberum.com
+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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END
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