EJF Investments : Special Business Resolutions

RESOLUTIONS

OF

EJF INVESTMENTS LTD

(a company incorporated in Jersey under The Companies (Jersey) Law, 1991 (as amended) with registered

number 122353)

At the Annual General Meeting of EJF Investments Ltd (the "Company") held at the offices of BNP Paribas Securities Services, IFC 1, The Esplanade, St Helier, Jersey JE1 4BP at 11:00 a.m. on Thursday

06 June 2024 the following resolutions were duly passed as special business:

SPECIAL RESOLUTIONS

9. THAT, in substitution for Resolution 10 of the Shareholder Resolutions passed at the annual general meeting of the Company on 13 June 2023, the Company be generally and unconditionally authorised in accordance with Article 57 of the Companies Law (subject to any applicable legislation and regulations) to make market purchases of its own Ordinary Shares in accordance with the Articles and on such terms as the Directors think fit, provided that:

1. the maximum aggregate number of Ordinary Shares authorised to be purchased is 9,165,665 (representing approximately 14.99 per cent. of the total issued ordinary share capital (exclusive of Ordinary Shares held in treasury) as at the Latest Practicable Date prior to the publication of this Notice of Annual General Meeting);
2. the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is one pence per Ordinary Share (or equivalent in any other currency); and
3. the maximum price, exclusive of any expenses, which may be paid for an Ordinary Share is an amount equal to the higher of:
4. 1. 105 per cent. of the average of the middle market quotations for an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange) for the five Business Days immediately preceding the day on which such Ordinary Share is contracted to be purchased; and
   2. the higher of:
      I. the price of the last independent trade of an Ordinary Share; and

1. the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out,

and the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on 5 June 2025) (unless previously revoked, varied, renewed or extended by the Company in general meeting), save that (i) the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary Shares in pursuance of any such contract; and (ii) the Company be generally and unconditionally authorised to cancel or hold in treasury any of the Ordinary Shares purchased pursuant to this Resolution 9 and the Directors may, at their discretion, subsequently cancel, sell or transfer such Ordinary Shares held in treasury in accordance with Article 58A of the Companies Law.

10. THAT the Directors of the Company be and are hereby generally and unconditionally authorised to allot and issue (or to sell Ordinary Shares from treasury) an aggregate of up to 7,695,370 Ordinary Shares, representing approximately 10 per cent. of the Company's total issued ordinary share capital (inclusive of Ordinary Shares held in treasury) as at the Latest Practicable Date prior to the publication of this Notice of Annual General Meeting, for cash in whatever currency and at whatever price they may determine as

Classification : Confidential

if any pre-emption rights conferred by the Articles did not apply to such allotment and issue (or sale from treasury), such authority to expire on conclusion of the next annual general meeting of the Company (or, if earlier, 5 June 2025) save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired. For the avoidance of doubt this authority:

1. is independent to and shall replace the authorities granted by Resolution 11 of the Shareholder Resolutions passed at the annual general meeting of the Company on 13 June 2023;
2. may be used at any time in favour of the Manager in satisfaction of any incentive fees due to it under and in accordance with the terms of the Management Agreement.

Priya Mooroogen

For and on behalf of

BNP Paribas S.A., Jersey Branch

Company Secretary

Classification : Confidential