93. Participation in meetings

(1) Subject to the Articles of Association, a Shareholder may participate in a meeting by phone or by other similar means of communication if each Shareholder present at the meeting can hear what is said by any other Shareholder present at the meeting, and each Shareholder so participating at the meeting is taken to be present at the meeting.

(2) Subject to the Articles of Association, a Director may participate in a meeting by phone or other similar means of communication if each Director present at the meeting can hear what is said by any other Director present at the meeting, and each Director so participating at the meeting is taken to be present at the meeting.

94. Annual General Meeting

(1) A Private Company is not required to hold an Annual General Meeting unless expressly required to do so under its Articles of Association.

(2) Every Public Company must hold a General Meeting as its Annual General Meeting within 6 months of the end of each financial year (in addition to any other meetings held during that period). The Company must ensure that not more than 18 months elapses between the date of an Annual General Meeting and the date of the next.

(3) Contravention of subsection (2) is punishable by a fine.

(4) A notice calling an Annual General Meeting of a Public Company must state that the meeting is an Annual General Meeting.

95. Meeting requests

(1) On a Shareholders’ request, the Directors or, if appointed, the Secretary, of a Company must, despite anything in the Articles of Association, promptly call a General Meeting or a meeting of holders of any class of Shares. The meeting must be held as soon as practicable, but not later than 2 months after the day the request is made (the request day).

(2) For this section, a Shareholders’ request is a request of Shareholders of the Company holding, on the request day, not less than 5% of the share capital of the Shares that on that day have the right to vote at the meeting requested.

(3) The Shareholders’ request must state the purpose of the meeting, be made by or on behalf of each Shareholder making the request and be deposited at the registered office of the Company. The request may consist of several Documents in similar form each signed by or on behalf of 1 or more of the Shareholders making the request.

(4) If, within 21 days after the request day, the Directors or Secretary of the Company do not call the requested meeting to be held within 2 months after the request day, made the Shareholders making the request, or any of them representing more than 1/2 of the total voting rights of all of them, may themselves call a meeting. The meeting so called must be held within 3 months after the request day.

(5) A meeting called under this section must be called in the same way, as nearly as possible, as the in which meetings are to be called by Directors or Secretary.

96. Registrar’s power to call meeting in default

(1) If a meeting of a Company is not held as required by section 94 (Annual General Meetings) or 95 (Meeting requests), the Registrar may, on the application of any Director or Shareholder of the Company, call, or direct the Company to call, the meeting.

(2) If a Company is given a direction under subsection (1), the Company must not, without reasonable excuse, fail to comply with the direction. Contravention of this subsection is punishable by a fine.

97. Notice of meetings

(1) Any General Meeting of a Private Company must be called by at least 7 days Written notice. Any General meeting of a Public Company (other than an Annual General Meeting of a Public Company or an adjourned such meeting) must be called by at least 14 days Written notice. An Annual General Meeting of a Public Company must be called by at least 21 days Written notice.

(2) If a General Meeting is called by shorter notice than that specified in subsection (1), it is taken to have been duly called if the required majority of the Shareholders agree that the meeting should be taken to have been duly called.

(3) For subsection (2), the required majority is:

• (a) for a Private Company—a majority together holding not less than 90% of the share capital represented by the Shares giving a right to attend and vote at the General Meeting; and
• (b) for a General Meeting other than an Annual General Meeting of a Public Company—a majority together holding not less than 95% of the share capital represented by the Shares giving a right to attend and vote at the General Meeting; and
• (c) for an Annual General Meeting of a Public Company—all Shareholders of the Company.

(4) A notice of a General Meeting of a Company must:

• (a) set out the time, date and place for the General Meeting; and
• (b) state the general nature of the General Meeting’s business; and
• (c) set out the intention to propose any Ordinary Resolution or Special Resolution and, if so, set out the terms of the Resolution; and
• (d) for a Public Company—include a copy of any accounts and auditor’s report that are to be laid before the General Meeting.

98. General provisions about meetings and votes

The following provisions apply to any General Meeting of a Company or of the holders of any class of Shares in a Company unless the Articles of Association provide otherwise:

1. (a) a notice of every meeting must be given to every Shareholder entitled to receive it:
2. (i) by delivering or posting it to the Shareholder’s registered address; or

(ii) in the electronic form (if any) agreed to by the Shareholder; or

(iii) by making it available on the website (is any) agreed to by the Shareholder; or

(iv) in the other way or form (if any) agreed to by the Shareholder;

1. (b) except for a Company with a single Shareholder, at any General Meeting of the Company, 2 Shareholders personally present or represented by proxy are a quorum;
2. (c) at any meeting dealing with a variation of any class rights other than an adjourned meeting, the quorum is the number of Shareholders holding or representing by proxy at least 1/3 in nominal value of the issued Shares of the class, and at an adjourned meeting,1 Shareholder holding Shares of the class or the Shareholder’s proxy is a quorum;
3. (d) any Shareholder elected by the Shareholders present at the meeting may chair the meeting;
4. (e) on a show of hands, every Shareholder present in person at the meeting has 1 vote and, on a poll, every Shareholder has 1 vote for every Share held by the Shareholder;
5. (f) if practicable, voting can be arranged in any other form, determined in the Articles of Association.

99. Representation of Body Corporate at meetings

(1) A Body Corporate may, by resolution of its Directors or other governing body, authorise any Person to act as its representative at any meeting of a Company, the holders of any class of Shares of a Company or the Creditors of a Company.

(2) A Person authorised under subsection (1) to attend a meeting for a Body Corporate is entitled to exercise the same powers for the Body Corporate as the Body Corporate could exercise if it were an individual Shareholder or Creditor of the Company.

100. Resolutions in writing of Private Companies

(1) Subject to any restrictions in a Private Company’s Articles of Association, anything that may be done by a Resolution of the Company passed at a Shareholders’ meeting (other than a Resolution to remove a Director or a Person who is registered as an auditor under these Regulations) may be done either by a resolution in writing in accordance with this section.

(2) A resolution in writing is passed as an Ordinary Resolution if it is passed by Shareholders representing a simple majority of the total voting rights of Shareholders who, at the relevant time, would be entitled to vote.

(3) A resolution in writing is passed as a Special Resolution only if:

• (a) it stated that it was proposed as a Special Resolution; and
• (b) it is passed by Shareholders representing not less than 75% of the total voting rights of Shareholders who, at the relevant time, would be entitled to vote.

(4) An Ordinary Resolution or Special Resolution in writing may consist of several instruments in the same form each signed by or on behalf of 1 or more Shareholders.

(5) An Ordinary Resolution or Special Resolution under this section is taken to be passed on the day the instrument, or the last of several instruments, is last signed or, if the resolution specifies a later date, on that date.

(6) Any Document attached to an Ordinary Resolution or Special Resolution in writing under this section is taken to have been laid before a meeting of the Shareholders signing the Ordinary Resolution or Special Resolution.

(7) Section 104 (Minutes and examination of minute books) applies to an Ordinary Resolution or Special Resolution in writing under this section as if it had been passed at a meeting.

(8) This section does not affect or limit any provisions in the Articles of Association relating to the effectiveness of the consent of Shareholders, or any class of Shareholders, of a Private Company given to any Document, or anything else, otherwise than at a meeting of them.

101. Recording of decisions by sole Shareholder

(1) If:

• (a) a Company has only 1 Shareholder; and
• (b) the Shareholder takes a decision that may be taken by the Company in a General Meeting and has effect as if agreed by the Company in a General Meeting; and
• (c) the decision is not taken by way of Ordinary Resolution in writing; the Shareholder must provide the Company with a Written record of the decision.

(2) Failure to comply with subsection (1) does not affect the validity of the decision.

102. Proxies

(1) A Shareholder of a Company entitled to attend and vote at a General Meeting or at a meeting of the holders of any class of Shares is entitled to appoint, by Written notice to the Company, another Person (whether a Shareholder or not) as the Shareholder’s proxy to attend and vote instead of the Shareholder.

(2) A proxy appointed to attend and vote for a Shareholder has the same rights as the Shareholder, including, for example:

• (a) to speak at the meeting; and
• (b) to vote (but only to the extent allowed by the appointment or the Articles of Association); and
• (c) to join in a demand for a poll.

(3) A notice calling a meeting of a Company must contain a reasonably prominent statement that a Shareholder entitled to attend and vote is entitled to appoint a proxy (or, if permitted, 1 or more proxies) to attend and vote instead of the Shareholder, and that a proxy need not also be a Shareholder.

103. Demand for poll

(1) A provision in the Articles of Association is void in so far as it would have the effect either of:

• (a) excluding the right to demand a poll at a General Meeting, or at a meeting of the holders of any class of Shares, on a question, other than the election of the chair of the meeting or the adjournment of the meeting; or
• (b) making ineffective a demand for a poll on any such question that is made either:

(i) by not less than 5 Shareholders having the right to vote on the question; or

(ii) by a Shareholder or Shareholders representing not less than 10% of the total number of Shares having the right to a vote on the question.

(2) The instrument appointing a proxy to vote at such a meeting is taken also to provide authority to demand or join in demanding a poll and, for subsection (1), a demand by a Person as proxy for a Shareholder is the same as a demand by the Shareholder.

(3) On a poll taken at such a meeting, a Shareholder entitled to more than 1 vote need not, if that Shareholder votes (in person or by proxy), use all the Shareholder’s votes in the same way.

104. Minutes and examination of minute books

(1) Every Company must ensure that minutes of all proceedings at General Meetings, meetings of the holders of any class of Shares, and meetings of its Directors and of committees of Directors, are entered in books kept for that purpose. The Company must ensure that the names of the Directors present at each of those meetings are recorded in the minutes.

(2) If the minutes purport to be signed by the chair of the meeting at which the proceedings took place or by the chair of the next meeting, the minutes are evidence of the proceedings.

(3) If minutes of a meeting have been made in accordance with this section, then, unless the contrary is proved, the meeting is taken to have been duly called and held, and all proceedings that took place at the meeting are taken to have duly taken place.

(4) A Company must ensure that the books containing the minutes of the General Meetings of the Company, or of meetings of the holders of a class of Shares of the Company, are kept at the Company’s registered office, and are open to inspection during business hours by a Shareholder without charge. The books can be stored using a system of mechanical or electronic data processing or any other medium that is capable of reproducing any required information in intelligible written form within a reasonable time.

(5) A Shareholder of a Company may, by giving the Company a Written request and paying the reasonable amount (if any) required by the Company, ask the Company for a copy of any minutes mentioned in subsection (4) (other than minutes of a meeting of the holders of a class of Shares if the Shareholder is not a holder of that class of Shares). The Company must, within 7 days after the day it receives the request and payment of any required amount, give the copy of the minutes to the Shareholder.

(6) If a Company Contravenes subsection (4) or (5) in relation to a Shareholder of the Company, the Registrar may, by Written notice given to the Company, direct the Company to immediately comply with the subsection in relation to the Shareholder. If a Company is given a direction under this subsection, the Company must comply with the direction.