Part 13

Resolutions and meetings
Chapter 4

Public companies and traded companies: additional requirements for AGMs

Traded companies: members' power to include other matters in business dealt with at AGM
338A
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.
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))
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))
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
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Pt. 13 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 4