Attached files
| file | filename |
|---|---|
| EX-8.1 - EXHIBIT 8.1 - Armour Residential REIT, Inc. | arr8-k83017atmex81.htm |
| EX-5.1 - EXHIBIT 5.1 - Armour Residential REIT, Inc. | arr8-k83017atmex51.htm |
| EX-1.1 - EXHIBIT 1.1 - Armour Residential REIT, Inc. | arr8-k83017atmex11.htm |
| 8-K - 8-K - Armour Residential REIT, Inc. | arrform8-k83017atm.htm |
Exhibit 3.1
ARTICLES SUPPLEMENTARY
OF
ARMOUR RESIDENTIAL REIT, INC.
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: 1,440,000 additional shares of authorized but unissued Preferred Stock (as defined in the charter of the Corporation (the “Charter”)), are classified as shares of 7.875% Series B Cumulative Redeemable Preferred Stock (as defined in the Charter, specifically in the Articles Supplementary of 7.875% Series B Cumulative Redeemable Preferred Stock of ARMOUR Residential REIT, Inc., filed with the SDAT on February 12, 2013 (the “Initial Articles Supplementary”)), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the 7.875% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) set forth in the Initial Articles Supplementary.
SECOND: The 1,440,000 additional shares of Series B Preferred Stock have, in each case, been classified and designated by the Board of Directors of the Corporation under the authority contained in the Charter. After giving effect to the classification and designation of the additional 1,440,000 shares of Series B Preferred Stock set forth herein, the Corporation has authority to issue a total of 7,650,000 shares of Series B Preferred Stock, which amount includes 5,650,000 shares of designated and issued Series B Preferred Stock and 560,000 shares of designated but unissued Series B Preferred Stock previously classified and designated pursuant to the Initial Articles Supplementary.
THIRD: These Articles Supplementary have been approved by the Board of Directors of the Corporation in the manner and by the vote required by law.
FOURTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
Exhibit 3.1
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf on this 30th day of August, 2017.
ARMOUR RESIDENTIAL REIT, INC. | |||||
By: | /s/ Scott J. Ulm | ||||
Name: | Scott J. Ulm | ||||
Title: | Co-Chief Executive Officer, Co-Vice Chairman, Chief Investment Officer and Head of Risk Management | ||||
ATTEST: | |||||
By: | /s/ Jeffrey J. Zimmer | ||||
Name: | Jeffrey J. Zimmer | ||||
Title: | Co-Chief Executive Officer, Co-Vice Chairman and President | ||||