20
(2)
The Company must hold an annual general meeting within six months of the end of each
financial year of the Company, in addition to any other general meeting held during that
period.
28.
Convening of general meetings other than annual general meetings
(1)
The board may convene a general meeting other than an annual general meeting
whenever it thinks fit.
(2)
A general meeting may also be convened in accordance with
article
(3)
A general meeting shall also be convened by the board on the requisition of members
under the Statutes or, in default, may be convened by such requisitionists, as provided by
the Statutes.
29.
Members' power to require circulation of resolutions for annual general meetings
(1)
The members may require the Company to give, to members of the Company entitled to
receive notice of the next annual general meeting, notice of a resolution which may
properly be moved and is intended to be moved at that meeting.
(2)
A resolution may properly be moved at an annual general meeting unless:
(a)
it would, if passed, be ineffective (whether by reason of inconsistency with the
Statutes or the Company's constitution or otherwise);
(b)
in the opinion of the board it is defamatory of any person; or
(c)
in the opinion of the board it is frivolous or vexatious.
(3)
The Company is required to give notice of a resolution once it has received requests to do
so from:
(a)
members representing at least 5 per cent. of the total voting rights of all the
members who have a right to vote on the resolution at the annual general meeting
to which the requests relate (excluding any voting rights attached to any shares in
the Company held as treasury shares); or
(b)
at least 100 members who have a right to vote on the resolution at the annual
general meeting to which the requests relate and who hold shares in the Company
on which there has been paid up an average sum, per member, of at least £100.
(4)
A request:
(a)
may be in hard copy form or in electronic form;
(b)
must identify the resolution of which notice is to be given;
(c)
must be authenticated by the person or persons making it; and
(d)
must be received by the Company not later than:
(i)
6 weeks before the annual general meeting to which the requests relate, or
(ii)
if later, the time at which notice is given of that meeting.
(5)
Subject to paragraph (7) below, the Company must send a copy of the notice referred to
in paragraph (1) above to each member of the Company entitled to receive notice of the
annual general meeting:
(a)
in the same manner as notice of the meeting; and
