Part 13 U.K. Resolutions and meetings

Modifications etc. (not altering text)

C1 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 4 U.K. Public companies [F1 and traded companies]: additional requirements for AGMs

Textual Amendments

F1 Words in Pt. 13 Ch. 4 heading inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 15(5) (with application as stated in reg. 1(2))

[F2 338A Traded companies: members' power to include other matters in business dealt with at AGM U.K.

(1) The members of a traded company may request the company to include in the business to be dealt with at an annual general meeting any matter (other than a proposed resolution) which may properly be included in the business.

(2) A matter may properly be included in the business at an annual general meeting unless –

(a) it is defamatory of any person, or

(b) it is frivolous or vexatious.

(3) A company is required to include such a matter once it has received requests that it do so from—

(a) members representing at least 5% of the total voting rights of all the members who have a right to vote at the meeting, or

(b) at least 100 members who have a right to vote at the meeting and hold shares in the company on which there has been paid up an average sum, per member, of at least £100.

See also section 153 (exercise of rights where shares held on behalf of others).

(4) A request—

(a) may be in hard copy form or in electronic form,

(b) must identify the matter to be included in the business,

(c) must be accompanied by a statement setting out the grounds for the request, and

(d) must be authenticated by the person or persons making it.

(5) A request must be received by the company not later than—

(a) 6 weeks before the meeting, or

(b) if later, the time at which notice is given of the meeting.]

Textual Amendments

F2 S. 338A inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 17(1) (with application as stated in reg. 1(2))