Result of Annual General Meeting

Fair Oaks Income Limited

15 July 2026

 

15 July 2026

FAIR OAKS INCOME LIMITED

(the "Company")

(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		Withheld*
	Votes	%	Votes	%	Votes
1.       Financial Statements and Directors' Report for the year ended 31 December 2025	15,978,054	99.98	2,757	0.02	2,080
2.       Re-election of Richard Burwood as a Director	15,946,554	99.79	34,257	0.21	2,080
3.       Re-election of Fionnuala Carvill as a Director	12,372,396	99.68	39,544	0.32	3,570,951
4.       Re-election of Trina Le Noury as a Director	15,938,339	99.75	39,544	0.25	5,008
5.       Re-appointment of KPMG as Auditor	13,055,017	81.69	2,925,794	18.31	2,080
6.       Authorise the Directors to determine the remuneration of the Auditor	15,976,785	99.97	4,026	0.03	2,080
7.       Approval of the dividend policy	15,949,311	100	0	0.00	33,580
8.       Authority to make market purchases of the Company's Realisation Shares and Ordinary Shares	15,974,664	99.96	6,147	0.04	2,080
9.       Authority to issue up to 4,058,154 Ordinary Shares	15,912,218	99.57	68,593	0.43	2,080
10.    Authority to issue up to a further 4,058,154 Ordinary Shares	12,988,091	81.27	2,992,720	18.73	2,080
11.    Approval of amended and restated Articles of Incorporation	15,940,579	99.75	40,232	0.25	2,080

*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 7 were proposed as Ordinary Resolutions and resolutions 8 - 11 were proposed as Extraordinary Resolutions.

In accordance with UKLR 6.4.13, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.

8.         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 Ordinary Shares in issue, provided that:

a.     the maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent. per annum of the Ordinary Shares in issue immediately following the passing of this resolution;

b.     the minimum price (exclusive of expenses) which may be paid per Ordinary Share is 1 Euro cent;

c.     the maximum price (exclusive of expenses) which may be paid for an Ordinary 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;

d.     the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company 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;

e.     the Company may make a contract to purchase Ordinary 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 Ordinary Shares pursuant to any such contract; and

f.      any Ordinary Shares bought back may be held as treasury shares in accordance with the Law or be subsequently cancelled by the Company.

9.         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 4,058,154 Ordinary 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 Ordinary 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 Ordinary 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.

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, 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 4,058,154 Ordinary 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 Ordinary 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 Ordinary 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 draft amended and restated articles of incorporation in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification be and are hereby adopted as the articles of incorporation of the Company in substitution for, and to the exclusion of, the Company's existing articles of incorporation.

LEI: 2138008KETEC1WM5YP90

Enquiries:

Fair Oaks Income Limited

Email: [e-mail]

Web: www.fairoaksincome.com

Fair Oaks Capital Limited

Investor Relations

DDI: [phone]

Email: [e-mail]

Apex Fund and Corporate Services (Guernsey) Limited

Email: [e-mail]

Deutsche Numis Securities Limited

Nathan Brown, Investment Broking

DDI: [phone]

Email: [e-mail]

Panmure Liberum Capital Limited

Chris Clarke, Investment Banking

DDI: [phone]

Email: [e-mail]

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 FOMC 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.

 

END