“80A Election by private company as to duration of authority.

(1)

A private company may elect (by elective resolution in accordance with section 379A) that the provisions of this section shall apply, instead of the provisions of section 80(4) and (5), in relation to the giving or renewal, after the election, of an authority under that section.

(2)

The authority must state the maximum amount of relevant securities that may be allotted under it and may be given—

(a)

for an indefinite period, or

(b)

for a fixed period, in which case it must state the date on which it will expire.

(3)

In either case an authority (including an authority contained in the articles) may be revoked or varied by the company in general meeting.

(4)

An authority given for a fixed period may be renewed or further renewed by the company in general meeting.

(5)

A resolution renewing an authority—

(a)

must state, or re-state, the amount of relevant securities which may be allotted under the authority or, as the case may be, the amount remaining to be allotted under it, and

(b)

must state whether the authority is renewed for an indefinite period or for a fixed period, in which case it must state the date on which the renewed authority will expire.

(6)

The references in this section to the maximum amount of relevant securities that may be allotted shall be construed in accordance with section 80(6).

(7)

If an election under this section ceases to have effect, an authority then in force which was given for an indefinite period or for a fixed period of more than five years—

(a)

if given five years or more before the election ceases to have effect, shall expire forthwith, and

(b)

otherwise, shall have effect as if it had been given for a fixed period of five years.”.

“366A Election by private company to dispense with annual general meetings.

(1)

A private company may elect (by elective resolution in accordance with section 379A) to dispense with the holding of annual general meetings.

(2)

An election has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.

(3)

In any year in which an annual general meeting would be required to be held but for the election, and in which no such meeting has been held, any member of the company may, by notice to the company not later than three months before the end of the year, require the holding of an annual general meeting in that year.

(4)

If such a notice is given, the provisions of section 366(1) and (4) apply with respect to the calling of the meeting and the consequences of default.

(5)

If the election ceases to have effect, the company is not obliged under section 366 to hold an annual general meeting in that year if, when the election ceases to have effect, less than three months of the year remains.

This does not affect any obligation of the company to hold an annual general meeting in that year in pursuance of a notice given under subsection (3).”.

“A private company may elect (by elective resolution in accordance with section 379A) that the above provisions shall have effect in relation to the company as if for the references to 95 per cent. there were substituted references to such lesser percentage, but not less than 90 per cent., as may be specified in the resolution or subsequently determined by the company in general meeting.”.

“379A Elective resolution of private company.

(1)

An election by a private company for the purposes of—

(a)

section 80A (election as to duration of authority to allot shares),

(b)

section 252 (election to dispense with laying of accounts and reports before general meeting),

(c)

section 366A (election to dispense with holding of annual general meeting),

(d)

section 369(4) or 378(3) (election as to majority required to authorise short notice of meeting), or

(e)

section 386 (election to dispense with appointment of auditors annually),

shall be made by resolution of the company in general meeting in accordance with this section.

Such a resolution is referred to in this Act as an “elective resolution”.

(2)

An elective resolution is not effective unless—

(a)

at least 21 days’ notice in writing is given of the meeting, stating that an elective resolution is to be proposed and stating the terms of the resolution, and

(b)

the resolution is agreed to at the meeting, in person or by proxy, by all the members entitled to attend and vote at the meeting.

(3)

The company may revoke an elective resolution by passing an ordinary resolution to that effect.

(4)

An elective resolution shall cease to have effect if the company is re-registered as a public company.

(5)

An elective resolution may be passed or revoked in accordance with this section, and the provisions referred to in subsection (1) have effect, notwithstanding any contrary provision in the company’s articles of association.”.

“(bb)

an elective resolution or a resolution revoking such a resolution;”.