The Companies (Shareholders’ Rights) Regulations 2009

Traded companies: publication of information in advance of general meeting

11.  After section 311 of the Companies Act 2006 insert—

“Traded companies: publication of information in advance of general meeting

311A.— (1) A traded company must ensure that the following information relating to a general meeting of the company is made available on a website—

(a) the matters set out in the notice of the meeting;

(b) the total numbers of—

(i) shares in the company, and

(ii) shares of each class,

in respect of which members are entitled to exercise voting rights at the meeting;

(c) the totals of the voting rights that members are entitled to exercise at the meeting in respect of the shares of each class;

(d) members’ statements, members’ resolutions and members’ matters of business received by the company after the first date on which notice of the meeting is given.

(2) The information must be made available on a website that—

(a) is maintained by or on behalf of the company, and

(b) identifies the company.

(3) Access to the information on the website, and the ability to obtain a hard copy of the information from the website, must not be conditional on payment of a fee or otherwise restricted.

(4) The information—

(a) must be made available—

(i) in the case of information required by subsection (1)(a) to (c), on or before the first date on which notice of the meeting is given, and

(ii) in the case of information required by subsection (1)(d), as soon as reasonably practicable, and

(b) must be kept available throughout the period of two years beginning with the date on which it is first made available on a website in accordance with this section.

(5) A failure to make information available throughout the period specified in subsection (4)(b) is disregarded if—

(a) the information is made available on the website for part of that period, and

(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

(6) The amounts mentioned in subsection (1)(b) and (c) must be ascertained at the latest practicable time before the first date on which notice of the meeting is given.

(7) Failure to comply with this section does not affect the validity of the meeting or of anything done at the meeting.

(8) If this section is not complied with as respects any meeting, an offence is committed by every officer of the company who is in default.

(9) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.”.