Notice of Annual General Meeting 2008
Resolutions 15 to 18 will be proposed as Special Resolutions. For these resolutions to be passed 75% or more of the votes must be cast in favour.
Adoption of New Articles of Association from conclusion of meeting
15. To adopt with effect from the conclusion of the meeting the Articles of Association produced to the meeting and for the purpose of identification marked ‘A’ and signed by the Chairman of the meeting, in substitution for, and to the exclusion of, the current Articles of Association.
Explanatory note: It is proposed to adopt new Articles of Association
(the ‘New Articles’) with effect from the conclusion of the AGM. These update the Company’s current Articles of Association (the ‘Current Articles’) primarily to reflect changes in company law introduced by
certain provisions of CA 2006 in force on 6 April 2008, where practicable. CA 2006 is being implemented in phases with the final phase expected
to come into force on 1 October 2009.
Principal changes are set out below. Other changes of a minor, technical or clarifying nature have not been outlined.
- Articles which duplicate statutory provisions: Provisions in the Current Articles which replicate those in CA 1985 are in general amended to bring them into line with corresponding provisions in CA 2006.
- Directors’ authority to allot relevant securities: Simpler provisions on Directors’ authority to allot relevant securities for cash and equity securities for cash on a non-pre-emptive basis are proposed. These updated authorities will remain subject to shareholder approval.
- General meetings: Provisions on convening and length of notice of general meetings are amended to conform to CA 2006. In particular, a general meeting (other than an AGM) to consider a Special Resolution can now be convened on 14 days’ notice.
- Proxies: Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a different share(s). The New Articles reflect this. Amendments are also proposed on the cut-off time for appointment and revocation of proxies to align them more closely to CA 2006.
- Quorum: CA 2006 provides that in general terms the quorum for a general meeting be calculated by reference to numbers of ‘qualifying persons’ who are present at the meeting, which include an individual who is a member of the Company, a corporate representative authorised under Section 323 of CA 2006, and a person appointed as proxy. It is proposed that the quorum for a general meeting will remain two but, in line with CA 2006, the New Articles provide that there will be no double counting for qualifying persons who are representatives of the same corporation or proxies of the same member.
- Polls: It is proposed to clarify that a poll may be demanded immediately after the result of a show of hands (as well as before a show of hands) or on the withdrawal of any other demand for a poll.
- Age limits: It is proposed to remove references to the 70-year age-limit for Directors.
- Directors’ meetings: Certain provisions have been revised to make it easier for Directors who are abroad to receive notice of meetings.
- Directors’ indemnification: The New Articles allow a Director to vote and be counted in the quorum at a board meeting on any Resolution concerning any director indemnification. This clarifies the ability of the Board to adopt indemnities in favour of Directors in accordance with legislation. Proposed wording is included to clarify that the Company’s power to grant indemnities to its Directors under CA 2006 is discretionary.
- Provision for employees: Standard wording is proposed allowing Directors to exercise any statutory powers to make provision for the benefit of any persons employed or formerly employed by the Company or its subsidiaries in connection with the cessation or transfer of the business of the Company or its subsidiaries.
- Scrip dividends: It is proposed to update the scrip dividend provisions to reflect standard market practice.
- Electronic and web communications: Provisions of CA 2006 which came into force in January 2007 enable companies to communicate with shareholders by electronic and/or website communications. The New Articles continue to allow communications to shareholders in electronic form and, in addition, they also permit the Company to take advantage of the new provisions relating to website communications. Before the Company can communicate with a shareholder by means of website communication, the relevant shareholder must be asked individually by the Company to agree that the Company may send or supply documents or information to him by means of a website, and the Company must either have received a positive response or have received no response within the period of 28 days beginning with the date on which the request was sent. The Company will notify the shareholder (either by post, or by other permitted means) when a relevant document or information is placed on the website and a shareholder can always request a hard copy version of the document or information.
A copy of the New Articles and a copy of the Current Articles marked to show changes being proposed by this Resolution are available for inspection.