KEplc articles of association - page 29

24
37.
Right to attend and speak
(1)
A director shall be entitled to attend and speak at any general meeting of the Company
whether or not he is a member.
(2)
The chairman may invite any person to attend and speak at any general meeting of the
Company if he considers that such person has the appropriate knowledge or experience of
the Company's business to assist in the deliberations of the meeting.
38.
Resolutions and amendments
(1)
Subject to the Statutes, a resolution may only be put to the vote at a general meeting if
the chairman of the meeting in his absolute discretion decides that the resolution may
properly be regarded as within the scope of the meeting.
(2)
In the case of a resolution to be proposed as a special resolution no amendment may be
made, at or before the time at which the resolution is put to the vote, to the form of the
resolution as set out in the notice of meeting, except to correct a patent error or as may
otherwise be permitted by law.
(3)
In the case of a resolution to be proposed as an ordinary resolution no amendment may be
made, at or before the time at which the resolution is put to the vote, unless:
(a)
in the case of an amendment to the form of the resolution as set out in the notice
of meeting, notice of the intention to move the amendment is received at the
Office no later than 48 hours before the time fixed for the holding of the relevant
meeting; or
(b)
in any case, the chairman of the meeting in his absolute discretion otherwise
decides that the amendment or amended resolution may properly be put to the
vote.
The giving of notice under subparagraph (a) above shall not prejudice the power of the
chairman of the meeting to rule the amendment out of order.
(4)
With the consent of the chairman of the meeting, a person who proposes an amendment
to a resolution may withdraw it before it is put to the vote.
(5)
If the chairman of the meeting rules a resolution or an amendment to a resolution
admissible or out of order (as the case may be), the proceedings of the meeting or on the
resolution in question shall not be invalidated by any error in his ruling. Any ruling by the
chairman of the meeting in relation to a resolution or an amendment to a resolution shall
be final and conclusive.
39.
Adjournment
(1)
With the consent of any general meeting at which a quorum is present the chairman of the
meeting may (and shall if so directed by the meeting) adjourn the meeting from time to
time and from place to place.
(2)
In addition, the chairman of the meeting may at any time without the consent of the
meeting adjourn the meeting (whether or not it has commenced or a quorum is present)
to another time and/or place if, in his opinion, it would facilitate the conduct of the
business of the meeting to do so.
(3)
Nothing in this article shall limit any other power vested in the chairman of the meeting to
adjourn the meeting.
(4)
Whenever a meeting is adjourned for 30 days or more or
sine die
, at least 14 clear days'
notice of the adjourned meeting shall be given in the same manner as in the case of the
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