EX-3.2 2 pflt-ex3_2.htm EX-3.2

EXHIBIT 3.2

PENNANTPARK FLOATING RATE CAPITAL LTD.

ARTICLES OF AMENDMENT

PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom the first two sentences of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:

“The Corporation has authority to issue 200 million shares of stock, initially consisting of 200 million shares of Common Stock, $.001 par value per share (“Common Stock”). The aggregate par value of all authorized shares of stock having par value is $200,000.”

SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 100,000,000 shares of stock, consisting of 100,000,0000 shares of common stock, $.001 par value per share. The aggregate par value of all authorized shares of stock having par value was $100,000.

THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 200,000,000 shares of stock, consisting of 200,000,000 shares of common stock, $.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $200,000.

FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized to be made without any action by the stockholders of the Corporation by the Charter and Section 2-105(a)(13) of the MGCL.

The undersigned officer of the Corporation acknowledges these Articles of Amendment 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 such officer’s 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]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 7 th day of August, 2024.

ATTEST: PENNANTPARK FLOATING RATE CAPITAL LTD.

/s/ Thomas J. Friedmann By: /s/ Arthur H. Penn

Thomas J. Friedmann Arthur H. Penn

Secretary Chief Executive Officer

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