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Companies Act 2006

Section 338: Public companies: members’ power to require circulation of resolutions for AGMs

585.This section, with section 339, replaces sections 376 and 377 of the 1985 Act (to the extent that they relate to resolutions proposed by members to be moved at an AGM). Members holding at least 5% voting rights or at least 100 members holding on average £100 paid-up capital have the right to propose a resolution for the AGM agenda and to require the company to circulate details of the resolution to all members. A change from the existing legislation is that the shares must in each case carry rights to vote on the relevant resolution. The key policy change is that, if the members’ request is received before the financial year-end, then the members are not required to cover the costs of circulation.

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