5 June 2024
Fair Oaks Income Limited
(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered number 58123 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission)
Result of Annual General Meeting
Fair Oaks Income Limited (the "Company") announces that, at the Annual General Meeting of the Company held earlier today, all resolutions were passed on a poll. The proxy votes received by the Company were as follows:
| Resolution | For | Against |
| ||
| Votes | % | Votes | % | Votes Withheld | |
| 1. Financial Statements and Directors' Report for the year ended 31 December 2023 | 211,944,443 | 99.99 | 8,608 | 0.0041 | 31,907 |
| 2. Re-election of Jonathan Bridel as a Director | 196,168,435 | 92.55 | 15,784,616 | 7.4472 | 31,907 |
| 3. Re-election of Fionnuala Carvill as a Director | 211,933,689 | 99.99 | 15,054 | 0.0071 | 36,215 |
| 4. Election of Richard Burwood as a Director | 211,917,443 | 99.99 | 8,608 | 0.0041 | 58,907 |
| 5. Election of Trina Le Noury as a Director | 211,906,689 | 99.99 | 15,054 | 0.0071 | 63,215 |
| 6. Re-appointment of KPMG as Auditor | 196,148,981 | 92.54 | 15,804,070 | 7.45 | 31,907 |
| 7. Authorise the Directors to determine the remuneration of the Auditor | 211,940,135 | 99.99 | 12,916 | 0.0061 | 31,907 |
| 8. To approve the Company's dividend policy | 211,932,745 | 99.99 | 8,608 | 0.0041 | 43,605 |
| 9. Authority to make market purchases of the Company's Realisation Shares and 2021 Shares | 196,156,719 | 92.55 | 15,784,616 | 7.4476 | 43,623 |
| 10. Authority to issue up to 38.2 million 2021 Shares (without pre-emptive rights) | 208,929,813 | 98.57 | 3,011,743 | 1.4210 | 43,402 |
| 11. Authority to issue up to a further 38.2 million 2021 Shares (without pre-emptive rights | 193,162,140 | 91.13 | 18,779,416 | 8.8607 | 43,402 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution. Resolutions 1 to 9 were proposed as Ordinary Resolutions and resolutions 10 and 11 were proposed as Extraordinary Resolutions.
In accordance with LR 9.6.18, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.
9. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to all applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its 2021 Shares and of its Realisation Shares in issue, provided that:
a. the maximum number of 2021 Shares hereby authorised to be purchased is 14.99 per cent. per annum of the 2021 Shares in issue immediately following the passing of this resolution;
b. the maximum number of Realisation Shares hereby authorised to be purchased is 14.99 per cent. per annum of the Realisation Shares in issue immediately following the passing of this resolution
c. the minimum price (exclusive of expenses) which may be paid per 2021 Share or per Realisation Share is 1 US cent;
d. the maximum price (exclusive of expenses) which may be paid for a 2021 Share or per Realisation Share shall be not more than the higher of (i) 5 per cent. above the average market value of the relevant class of shares for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of the relevant class of shares on the trading venues where the purchase is carried out;
e. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2025 or 15 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time;
f. the Company may make a contract to purchase 2021 Shares or Realisation 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 an acquisition of 2021 Shares or Realisation Shares pursuant to any such contract; and
g. any 2021 Shares or Realisation Shares bought back may be held as treasury shares in accordance with the Law or be subsequently cancelled by the Company.
10. THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company for cash as if the pre-emption provisions contained under Article 6.2 of the Company's articles of incorporation did not apply to any such issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:
(i) up to a maximum number of 38.2 million 2021 Shares;
that such power shall expire on the earlier of the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require 2021 Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwithstanding such expiry the Directors may issue 2021 Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired.
11. THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company, in addition to that which is referred to in Resolution 9, for cash as if the pre-emption provisions contained under Article 6.2 of the Company's articles of incorporation did not apply to any such further issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:
(i) up to a maximum number of a further 38.2 million 2021 Shares;
that such power shall expire on the earlier of the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require 2021 Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwithstanding such expiry the Directors may issue 2021 Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired.
LEI: 2138008KETEC1WM5YP90
Enquiries:
Fair Oaks Income Limited
Email: contact@fairoaksincome.com
Fair Oaks Capital Limited
Investor Relations
DDI: +44 (0) 20 3034 0400
Email: ir@fairoakscap.com
Sanne Fund Services (Guernsey) Limited
Matthew Falla
DDI: +44 (0) 20 3530 3107
Email: Matthew.Falla@apexfs.group
Numis Securities Limited
Nathan Brown, Corporate Broking
DDI: +44 (0) 20 7260 1426
Email: n.brown@numis.com
Liberum Capital Limited
Chris Clarke, Investment Banking
DDI: +44 (0) 20 3100 2190
Email: chris.clarke@liberum.com
Fair Oaks Income Limited
Fair Oaks Income Limited is a registered closed-ended investment company incorporated in Guernsey. The Company was admitted to trading on the Specialist Fund Market of the London Stock Exchange (now the Specialist Fund Segment of the Main Market of the London Stock Exchange) on 12 June 2014.
The investment policy of the Company is to invest (either directly and/or indirectly through FOIF II LP and FOMC III LP) in US and European CLOs or other vehicles and structures which provide exposure to portfolios consisting primarily of US and European floating-rate senior secured loans and which may include non-recourse financing.
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