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The Bank Recovery and Resolution (No. 2) Order 2014

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PART 1Provisions concerning the exercise of certain rights of shareholders in listed companies

1.  In relation to a company under resolution, this Part modifies the application of provisions of the Companies Act 2006(1) which concern the exercise of certain rights of shareholders in listed companies(2).

2.  Section 145 (effect of provisions of articles as to enjoyment or exercise of members’ rights) has effect as if, in subsection (3), paragraphs (ea) and (ga) were omitted.

3.  Section 153 (exercise of rights where shares held on behalf of others: members’ requests) has effect as if, in subsection (1), paragraph (ba) were omitted.

4.  Section 282 (ordinary resolutions) has effect as if, in subsection (4), for “, by proxy or in advance (see section 322A)” there were substituted “or by proxy”.

5.  Section 283 (special resolutions) has effect as if, in subsection (5), for “, by proxy or in advance (see section 322A)” there were substituted “or by proxy”.

6.  Section 284 (votes: general rules) has effect as if, in subsection (5), the entry for section 322A were omitted.

7.  Section 303 (members’ power to require directors to call general meeting) has effect as if—

(a)in subsection (2)(a) and (b) for “5%” there were substituted “the required percentage”; and

(b)after subsection (2) there were inserted—

(3A) The required percentage is 10%, except that in the case of a private company it is 5% if more than twelve months have elapsed since the end of the last general meeting—

(a)which was called in pursuance of a requirement under this section, or

(b)in relation to which any members of the company had (by virtue of an enactment, the company’s articles or otherwise) rights with respect to the circulation of a resolution no less extensive than they would have had if the meeting had been so called at their request..

8.  Section 307 (notice required of general meeting) has effect as if subsections (A1) and (A2) were omitted.

9.  Part 13 (resolutions and meetings) has effect as if section 307A (notice required of general meeting: certain meetings of traded companies) were omitted.

10.  Section 311 (contents of notices of meetings) has effect as if—

(a)in subsection (2) the words “In relation to a company other than a traded company,” were omitted; and

(b)subsection (3) were omitted.

11.  Part 13 has effect as if the following sections were omitted—

(a)section 311A (traded companies: publication of information in advance of general meeting); and

(b)section 319A (traded companies: questions at meetings).

12.  Section 327 (notice required of appointment of proxy etc) has effect as if—

(a)subsection (A1) were omitted; and

(b)in subsection (1) for “The following provisions apply in the case of traded companies and other companies as regards” there were substituted “This section applies to”.

13.  Section 330 (notice required of termination of proxy’s authority) has effect as if—

(a)subsection (A1) were omitted; and

(b)in subsection (1) for “The following provisions apply in the case of traded companies and other companies as regards” there were substituted “This section applies to”.

14.  Part 13 has effect as if section 333A (traded company: duty to provide electronic address for receipt of proxies etc) were omitted.

15.  Section 334 (application to class meetings) has effect as if—

(a)in subsection (1) for “subsections (2) to (3)” there were substituted “subsections (2) and (3)”;

(b)in subsection (2)—

(i)after paragraph (a) there were inserted “and”; and

(ii)after paragraph (b) the word “and” and paragraph (c) were omitted; and

(c)subsection (2A) were omitted.

16.  Section 336 (public companies and traded companies: annual general meeting) has effect as if—

(a)subsection (1A) were omitted;

(b)in subsections (2) and (3), in each place where they appear, the words “or (1A)” were omitted; and

(c)in the heading the words “and traded companies” were omitted.

17.  Section 337 (public companies and traded companies: notice of AGM) has effect as if—

(a)in subsection (1) the words “or a private company that is a traded company” were omitted;

(b)in subsection (2) the words “of a public company that is not a traded company” were omitted;

(c)subsection (3) were omitted; and

(d)in the heading the words “and traded companies” were omitted.

18.  Part 13 has effect as if the following sections were omitted—

(a)section 338 (public companies: members’ power to require circulation of resolutions for AGMs); and

(b)section 338A (traded companies: members’ power to include other matters in business dealt with at AGM).

19.  Section 341 (results of poll to be made available on website) has effect as if—

(a)in subsection (1) the words “that is not a traded company” were omitted; and

(b)subsections (1A) and (1B) were omitted.

20.  Section 352 (application of provisions to class meetings) has effect as if for subsections (1) and (1A) there were substituted—

(1) The provisions of—

(a)section 341 (results of poll to be made available on website), and

(b)sections 342 to 351 (independent report on poll),

apply (with any necessary modifications) in relation to a meeting of holders of a class of shares of a quoted company in connection with the variation of the rights attached to such shares as they apply in relation to a general meeting of the company..

21.  Section 360 (computation of periods of notice etc: clear day rule) has effect as if, in subsection (1)—

(a)the entry for section 307A(1), (4), (5) and (7)(b) were omitted

(b)after the entry for section 314(4)(d) there were inserted “and”; and

(c)the entries for sections 337(3), 338(4)(d)(i) and 338A(5) were omitted.

22.  Section 360A (electronic meetings and voting) has effect as if subsections (2) and (3) were omitted.

23.  Part 13 has effect as if section 360B (traded companies: requirements for participating in and voting at general meetings) were omitted.

(2)

The modifications have effect in relation to provisions of the Act inserted, substituted or amended by S.I. 2009/1632.

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