Great Ajax Corp. Announces Record Date for Stockholders Meeting to Approve Strategic Transaction With Rithm Capital Corp.

Great Ajax Corp. (NYSE: AJX; the “Company”), a real estate investment trust, announced today that its board of directors has fixed a record date of April 22, 2024 for its 2024 meeting of stockholders (the “Meeting”) to, among other things, consider and vote upon certain matters relating to the previously announced strategic transaction (the “Transaction”) by and between the Company and Rithm Capital Corp. (together with its subsidiaries, “Rithm”).

At the Meeting, the Company will seek stockholder approval for the following actions: (1) the issuance of common stock to certain exchanging investors in excess of the 19.99% cap imposed by the New York Stock Exchange rules; (2) the issuance of common stock and warrant shares to Rithm in connection with the Transaction, which may be deemed to constitute a “change of control;” (3) the election of four directors to serve until the 2025 annual meeting of stockholders; (4) the Company’s entry into a Management Agreement, by and among the Company, Great Ajax Operating Partnership L.P. and RCM GA Manager LLC, an affiliate of Rithm, pursuant to which RCM GA Manager LLC will become the Company’s external manager; and (5) the adoption of Amendment No. 1 to the Company’s 2016 Equity Incentive Plan.

The Company will present the preceding proposals at the Meeting in order to obtain the vote of the Company’s stockholders. In addition, the Company will present a proposal to ratify the appointment of Moss Adams LLP to serve as its registered independent public accounting firm for the fiscal year ending December 31, 2024. For more information about the Meeting and the Transaction, please see Great Ajax’s Current Report on Form 8-K, accessible on Great Ajax’s website.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of obtaining approval of the stockholders of Great Ajax of the proposed transactions (the “Stockholder Approval”). In connection with obtaining the Stockholder Approval, Great Ajax will file with the Securities and Exchange Commission (the “SEC”) and furnish to the Company’s stockholders a proxy statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING DECISION, GREAT AJAX’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED THE SEC IN CONNECTION WITH THE STOCKHOLDER APPROVAL OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Stockholders are able to obtain free copies of the proxy statement and other documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.