C1Part 13Resolutions and meetings

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Chapter 3Resolutions at meetings

Notice of meetings

I1307Notice required of general meeting

F1A1

This section applies to—

a

a general meeting of a company that is not a traded company; and

b

a general meeting of a traded company that is an opted-in company (as defined by section 971(1)), where—

i

the meeting is held to decide whether to take any action that might result in the frustration of a takeover bid for the company; or

ii

the meeting is held by virtue of section 969 (power of offeror to require general meeting to be held).

A2

For corresponding provision(s) in relation to general meetings of traded companies (other than meetings within subsection (A1)(b)), see section 307A.

1

A general meeting of a private company (other than an adjourned meeting) must be called by notice of at least 14 days.

2

A general meeting of a public company (other than an adjourned meeting) must be called by notice of—

a

in the case of an annual general meeting, at least 21 days, and

b

in any other case, at least 14 days.

3

The company's articles may require a longer period of notice than that specified in subsection (1) or (2).

4

A general meeting may be called by shorter notice than that otherwise required if shorter notice is agreed by the members.

5

The shorter notice must be agreed to by a majority in number of the members having a right to attend and vote at the meeting, being a majority who—

a

together hold not less than the requisite percentage in nominal value of the shares giving a right to attend and vote at the meeting (excluding any shares in the company held as treasury shares), or

b

in the case of a company not having a share capital, together represent not less than the requisite percentage of the total voting rights at that meeting of all the members.

6

The requisite percentage is—

a

in the case of a private company, 90% or such higher percentage (not exceeding 95%) as may be specified in the company's articles;

b

in the case of a public company, 95%.

7

Subsections (5) and (6) do not apply to an annual general meeting of a public company (see instead section 337(2)).