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Third Point Offshore (TPOU)

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Wednesday 01 July, 2020

Third Point Offshore

Results of AGM

Third Point Offshore Investors Limited
(a closed-ended investmentincorporated in Guernsey with registration number  47161)

LEI Number: 549300WXTCG65AQ7V644
(The “Company”)

1 JULY 2020


At the Annual General Meeting of the Company held today, all Ordinary and Special Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 3 June 2020 were duly passed.

Details of the proxy voting results which should be read along side the Notice are noted below:

Ordinary Resolution For Discretion
(voted in favour)
Against Abstain
1 43,235,147 0 0 151
2 43,235,147 0 0 151
3 43,235,147 0 0 151
4 43,235,147 0 0 151
5 43,235,147 0 0 151
6 43,235,147 0 0 151
7 16,504,200 0 0 26,731,098
8 43,216,004 0 19,143 151
9 43,235,147 0 0 151
Special Resolution For Discretion
(voted in favour)
Against Abstain
10 43,235,147 0 0 151
11 43,235,147 0 0 151
12 43,235,147 0 0 151

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

Pursuant to Article 4(c) of the Articles of Incorporation of the Company, the Class B Shareholder (Third Point Offshore Independent Voting Company Limited) had abstained from voting their holding of 25,574,912 in respect of Resolution 7 (being the re-election of Joshua Targoff, the Chief Operating Officer, Partner and General Counsel of Third Point LLC), this being a Listing Rule Reserved Matter.

The Special Resolutions were as follows:

Special Resolution 10

That conditional upon the Ordinary Shares of the Company remaining traded on the main market of the London Stock Exchange, the Company be 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 each class of its Shares (either for retention as treasury shares for future reissue and resale or transfer, or cancellation) provided that:

i.  the maximum number of Shares hereby authorised to be purchased shall be 14.99% of each class of Shares in issue at the date of this document;

ii.  the minimum price (exclusive of expenses) which may be paid for a Share shall be 50 per cent of the Net Asset Value (as defined in the Articles);

iii.  Unless a tender offer is made to all holders of the relevant class of Shares, the maximum price (exclusive of expenses) which may be paid for a Share shall not be more than the higher of (a) 105 per cent of the average of the middle mark quotations for a Share taken from the London Stock Exchange’s main market for listed securities for the five business days before the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of the purchase; and (c) any purchase by the Company of 15 per cent or more of any class of its Shares shall be effected by way of a tender offer to all Shareholders of that class, or such other price as may be permitted by the Listing Rules of the UK Listing Authority:

iv.  the authority hereby conferred 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; and

v.  the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.

Special Resolution 11

That the New Articles of Incorporation produced to the Annual General Meeting and signed by the Chairman of the Annual General Meeting for the purposes of identification be adopted as the articles of incorporation of the Company in substitution for the Existing Articles of Incorporation of the Company.

Special Resolution 12

That the Company’s name be changed from “Third Point Offshore Investors Limited” to “Third Point Investors Limited”.

Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Tel:  01481 745001


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