Atlantis Japan Growth Fund Ltd - Result of Annual General Meeting

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:        [phone]
 

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