Supplementary Information to MacRoberts Corporate Law e-update 13/07/09

SUMMARY OF CHANGES UNDER THE COMPANIES (SHAREHOLDERS' RIGHTS) REGULATIONS 2009


Applying to all companies:

- Shareholders' power to call general meetings
The regulations provide that shareholders with an aggregate of 5% or more of the total voting rights in a company can require the directors to call a general meeting. This represents an increase to minority shareholder rights, as the current percentage to require a general meeting is 10% (subject to certain exceptions).

- Advance voting on a poll
The regulations will insert a new section in the 2006 Act which will allow for votes to be cast in advance, and in such circumstances, those votes should be included in any poll taken at a general meeting.

- Corporate representatives and proxies
The provisions of the 2006 Act relating to shareholders' ability to appoint multiple corporate representatives and proxies, and in particular how these work when votes are decided by a show of hands, have created a certain degree of confusion, and accordingly the regulations clarify the position so that:

• Multiple proxies appointed by a single shareholder will only have one vote between them on a show of hands
• On a show of hands, a single proxy appointed by multiple shareholders will have only one vote if all of his appointers instruct him to vote in the same manner. If some of his appointers instruct him to vote for and some against, then he will have one vote for and one vote against
• Multiple corporate representatives will be able to vote differently in relation to different blocks of shares (both on a show of hands or on a poll)

- Electronic Meetings
The regulations insert a new section in the 2006 Act which clarifies that no references to requirements for holding meetings are to be taken to preclude holding meetings by electronic means (e.g. by telephone or video conference) where the people themselves are not present in the same place.


Applying only to listed companies:

- Notice periods for general meetings
Currently any company can call a general meeting on 14 days' notice (save for an AGM, which requires 21 days' notice), subject to any longer notice requirements provided in the company's articles. The new regulations provide that listed companies will only be able to give 14 days' notice if certain conditions are met, including that a resolution permitting 14 days' notice has been passed at the previous AGM, or at a subsequent general meeting.

- Shareholders' right to propose resolutions
Subject to certain limitations, shareholders in listed companies will be able to propose resolutions at an upcoming AGM provided they give notice to the Company no less than 14 days prior to the date of the proposed meeting.

- Obligation to answer shareholders' questions at general meetings
Subject to certain limitations, listed companies will require to have answers provided to any question from a shareholder at a general meeting which relates to the business of that meeting.

- Requirement to publish general meeting information on a website
The regulations insert a new section in the 2006 Act which will require all listed companies to provide certain information on a website in advance of a general meeting. The information to be provided includes the matters set out in the notice of the meeting and details of the company's issued share capital, and must be provided continuously between the date of notice of the meeting and the meeting itself. Where a poll is taken at a general meeting of a listed company, it must also provide details of the results of that poll on a website within 15 days of the date of the meeting.

For further information, please contact Neil Kennedy on 0141 332 9988 or Alan Kelly on 0131 229
5046.

© MacRoberts 2009

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