Result of AGM

RNS Number : 5113H

Atlantis Japan Growth Fund Ld

05 November 2008

 

                                               ATLANTIS JAPAN GROWTH FUND LIMITED

(A closed-ended investment company incorporated in Guernsey with registration number 30709)

Result of Annual General Meeting

At the Annual General Meeting of the Company held on 3 October 2008, all Ordinary Resolutions set out in the AGM Notice sent to shareholders dated 8 August 2008 were duly passed.

At the same Annual General Meeting noted above, the following Special Resolutions were also passed:

SPECIAL RESOLUTIONS:

(1)  IT WAS RESOLVED THAT the Company be unconditionally and generally authorised to make market purchases (as defined by The Companies (Guernsey) Law, 2008 as amended) of Ordinary Shares of 1 cent each in its capital subject as follows:

a)    the maximum number of Ordinary Shares ('Shares') hereby authorised to be purchased shall be 14.99% per cent. of the total number of Shares in issue;

b)    the maximum price which may be paid for any such Shares which the Company contracts to purchase on any day shall be a sum equivalent to 105% of the average of the middle market quotation for the Shares on the Daily Official List of the London Stock Exchange on the 5 business days immediately preceding that day;

c)    any purchase of Shares will be made in the market for cash at prices below the prevailing Net Asset Value per share;

d)    the minimum price which may be paid for such Shares is USD0.01;

e)    the authority conferred by this resolution shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the expiry of eighteen months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time

(2)    IT WAS RESOLVED to insert into Article 1 of the Company's Articles of Association at the end of the definition of 'the Law' the following words:

'(including without limitation any ordinance, regulation, statutory instrument or other secondary legislation made thereunder).

(3)    IT WAS RESOLVED to delete from Article 19 of the Company's Articles of Association, the words 'by Special Resolution' and to insert into Article 19 immediately after the words 'reduce its share capital', the following words:

' any capital reserve fund or any share premium account'

(4)    IT WAS RESOVLED to insert after Article 19 of the Company's Articles of Association, the following as Article 19A:

                                      '19A. Power to purchase shares'

                           Subject to the provisions of the Law and these Articles:

                                                (i)  the Company may from time to time purchase, or agree to purchase in the future, its 
                                                own shares (including any Ordinary Shares) in any manner authorised by the Law and 
                                                may make payments in respect of any such purchase;

(ii)    the Company and any of its subsidiary companies may give financial assistance within the meaning of the Companies (Guernsey) Law, 2008 as amended, extended or replaced, directly or indirectly for the purpose of or in connection with the acquisition of shares in the Company or in any company of which the Company is a subsidiary or in connection with reducing or discharging any liability incurred in connection with the purchase of shares in the Company or in any company of which the Company is a subsidiary; and

           (iii)    the Company from time to time may hold its own shares as treasury shares.'

(5)    IT WAS RESOLVED to insert into Article 59.1 of the Company's Articles of Association, immediately after the word 'present' the following words: 

'in person or by proxy'

(6)    IT WAS RESOLVED to insert into Article 112 of the Company's Articles of Association, immediately after the words 'by Ordinary Resolution' the following words:

'(or the Directors may) authorise and'

(7)    IT WAS RESOLVED to delete from Article 113 of the Company's Articles of Association the words 'If and in so far as in the opinion of the Directors the profits of the Company justify such payments,'

(8)    IT WAS RESOLVED to delete from Article 115 of the Company's Articles of Association the words 'out of profits lawfully available for distribution' and replace them with the following words:

'in accordance with the Law'

(9)    IT WAS RESOVED to delete from Article 124.1 of the Company's Articles of Association the words ', with the sanction of an Ordinary Resolution of the Company,'

(10)    IT WAS RESOLVED to delete from Article 125.1 of the Company's Articles of Association the words 'shall' and replace each of them with the word 'may'.

                                    (11) IT WAS RESOLVED to delete from Article 125.2.1 of the Company's Articles 
                                    of  Association the words ', with the sanction of an Ordinary Resolution,'.

Date: 5th November 2008 

Enquiries: 

Northern Trust International Fund Administration Services (Guernsey) Limited

Andrew Maiden 

Tel: [phone]

 

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