ATLANTIS JAPAN GROWTH FUND LIMITED
("AJGF" or the "Company")
(a closed-ended investment company incorporated in Guernsey with
registration number 30709)
Result of Annual General Meeting
3 October 2014
At the Annual General Meeting ("AGM") held on 3 October 2014, all ordinary
resolutions set out in the Notice of AGM which was sent to Shareholders dated
on 14 August 2014, were duly passed.
At the same AGM noted above, the following Special Resolutions were also
passed;
Special Resolution 1
THAT, the Company be generally and, subject as hereinafter appears,
unconditionally authorised in accordance with section 315 of 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 6,579,734 or, if less, that number of Ordinary Shares which is equal
to 14.99 per cent. of the Company's issued Ordinary Share capital.
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
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;
iv. The authority hereby conferred shall, unless renewed, expire at the
conclusion of the Company's AGM in 2015;
v. 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
vi. Any purchase of Ordinary Shares will be made in the market for cash at
prices below the prevailing Asset Value per Ordinary Share.
Special Resolution 2
THAT:
A. the Directors of the Company be and are generally and unconditionally
authorised to exercise all powers of the Company to issue Ordinary Shares, up
to a maximum number of 14,629,922 Ordinary Shares, provided that such authority
shall expire at the conclusion of the Company's AGM to be held in 2015 (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 director 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); and
B. the pre-emption rights granted to Shareholders pursuant to the Articles be
disapplied in respect of up to 14,629,922 Ordinary Shares (representing one
third of the Ordinary Share capital), for a period concluding on the date of
the Company's AGM in 2015 (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 in general meeting, provided that this power shall be
limited, in the case of Ordinary Shares sold from treasury, to the sale of
Ordinary Shares at a price at no greater discount to the Net Asset Value than
that at which they were purchased by the Company.
Special Resolution 3
THAT the Company be generally and, subject as hereinafter appears,
unconditionally authorised in accordance with section 315 of the Companies Law
to make market acquisitions (within the meaning of section 316 of the Companies
Law) of its issued C Shares, provided that:
i. The maximum number of a relevant class of C Shares hereby authorised to be
purchased shall be that number of the relevant class of C Shares which is equal
to 14.99 per cent. of the Company's issued C Share capital of that class
immediately following the admission to the Official List of the C Shares of
that class to be issued;
ii. The minimum price which may be paid for a C Share is £0.01;
iii. The maximum price which may be paid for a C Share will not exceed 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;
iv. The authority hereby conferred shall, unless renewed, expire at the
conclusion of the Company's AGM in 2015;
v. The Company may make a contract to purchase C Shares under the authority
hereby conferred prior to the expiry of such authority and may make a purchase
of C Shares pursuant to any such contact concluded before the authority expired
not withstanding such expiry; and
vi. Any purchase of C Shares will be made in the market for cash at prices
below the prevailing Net Asset Value attributable to the relevant C Share class
divided by the number of C Shares of that class then in issue.
Enquiries
Andrew Maiden
Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: +44 (0) 1481 745368
Email: ARM7@ntrs.com
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