PART 3AMENDMENTS RELATING TO TRADED COMPANIES
Traded companies: members’ power to include other matters in business dealt with at AGM17
1
After section 338 of the Companies Act 2006 insert—
Traded companies: members’ power to include other matters in business dealt with at AGM338A
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.
2
In section 145(3) of the Companies Act 2006 (effect of provision of articles as to enjoyment or exercise of members’ rights), after paragraph (g) insert—
ga
section 338A (traded companies: members’ power to include matters in business dealt with at AGM);
3
In section 153(1) of the Companies Act 2006 (exercise of rights where shares held on behalf of others: members’ requests), after paragraph (b) insert—
ba
section 338A (traded companies: members’ power to include matters in business dealt with at AGM),
4
In section 360(1) of the Companies Act 2006 (computation of periods of notice etc: clear day rule), after the entry relating to section 338(4)(d)(i) insert—
section 338A(5) (request to include matter in the business to be dealt with at AGM of traded company),