Crystal Amber Regulatory News (CRS)

Crystal Amber Fund Limited - Result of AGM and Directorate Change

PR Newswire

London, November 22

22 November 2019

Crystal Amber Fund Limited

(the “Company”)

Results of Annual General Meeting and Directorate Change

The Company announces that at its Twelfth Annual General Meeting held earlier today, all ordinary resolutions (Resolutions 1 to 10) set out in the Notice of AGM dated 18 September 2019 (the “Notice”) were duly passed.

At the same AGM noted above, the following Special Resolutions were also passed:

Resolution 11

THAT the Directors of the Company be and are hereby empowered to exercise all powers of the Company to allot, issue, grant rights to subscribe for, or to convert any security into, shares in the Company up to the maximum permitted under the London Stock Exchange’s AIM market regulations, being up to 33% of the issued share capital of the Company, which authority shall expire at the conclusion of the next annual general meeting of the Company to be held in 2020 (unless previously varied, revoked or renewed by the Company in general meeting) or, if earlier, at close of business on the date falling 18 months from the passing of these resolutions, save that the Company may before such expiry make an offer or agreement which grants rights to subscribe for or allows the conversion of any security into ordinary shares or would or might require shares to be allotted and issued after such expiry and the Board may grant rights to subscribe for ordinary shares, consent any security into ordinary shares, or allot and issue ordinary shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 12

THAT the Directors be and are hereby empowered, in accordance with the rights contained in the Company’s Articles of Incorporation, to allot and issue ordinary shares wholly for cash and/or to sell ordinary shares from Treasury wholly for cash, on a non pre-emptive basis, provided that this power shall be limited to the allotment, issue or sale of up to the aggregate number of ordinary shares of the Company that represent less than 10% of the number of ordinary shares of the Company already admitted to trading on the London Stock Exchange’s AIM market for listed securities immediately following the passing of this resolution and shall expire at the conclusion of the next annual general meeting of the Company to be held in 2020, save that the Company may, before such expiry, make an offer which would or might require ordinary shares to be allotted, issued or sold after such expiry and the Directors may allot, issue or sell ordinary shares in pursuance of such offer.

Resolution 13

THAT, conditional on Resolution 12 above having been passed, the Directors be and are hereby empowered, in accordance with the rights contained in the Company’s Articles of Incorporation and in addition to and without prejudice to the power granted by Resolution 12 above, to allot and issue ordinary shares wholly for cash and/or to sell ordinary shares from Treasury wholly for cash, on a non pre-emptive basis, provided that this power shall be limited to the allotment, issue or sale of an additional number of ordinary shares of the Company that, in aggregate, represent less than 10% of the number of ordinary shares of the Company already admitted to trading on the London Stock Exchange’s AIM market for listed securities immediately following the passing of this resolution and shall expire at the conclusion of the next annual general meeting of the Company to be held in 2020, save that the Company may, before such expiry, make an offer which would or might require ordinary shares to be allotted, issued or sold after such expiry and the Directors may allot, issue or sell ordinary shares in pursuance of such offer.

At the same AGM noted above, the following Extraordinary Resolution was not passed:

Resolution 14

THAT the Company ceases to continue as constituted.

The breakdown of voting percentages for each resolution (on a total votes cast basis) follows:

Discretionary votes received were voted in favour of a Resolution and are counted in the proportion of votes ‘for’. Votes withheld are not included as a vote withheld is not a vote in Law and is not counted towards the proportion of votes ‘for’ or ‘against’ a Resolution.

Directorate Change

Following the AGM, Mr Ward retired from the Board with immediate effect, as notified in the Company’s final results for the year ended 30 June 2019 which were announced on 13 September 2019. The Company wishes to thank Mr Ward for his contribution to the Board.