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20.2
An agenda and accompanying materials setting out the business proposed to be transacted
at a general meeting shall be circulated by the Company to the Members, to the members
of the board and to the auditors, at the same time as the notice referred to in Article 15.1.
20.3
A meeting of the Company shall, notwithstanding that it is called by shorter notice than
that specified in Article
be deemed to have been duly called if it is so agreed:
(a)
in the case of an annual general meeting, by all the Members entitled to attend
and vote thereat; and
(b)
in the case of any other meeting, by a majority in number of Members having a
right to attend and vote at the meeting, being a majority together holding not less
than ninety-five per cent of the total voting rights of the Members who have that
right.
20.4
In every notice calling a meeting of the Company there shall appear with reasonable
prominence a statement that a Member entitled to attend and vote is entitled to appoint
one or more proxies to attend and vote instead of him and that a proxy need not also be a
Member.
20.5
It shall be the duty of the Company, subject to the provisions of the Law, on the calling of
a meeting on the requisition in writing of such number of Members as is specified by the
Law:
(a)
to give to the Members entitled to receive notice of general meetings and to the
members of the board notice of any resolution which may properly be moved and
which it is intended to move at that meeting; and
(b)
to circulate to Members entitled to have notice of any general meeting sent to
them, any statement of not more than one thousand words with respect to the
matter referred to in any proposed resolution or the business to be dealt with at
that meeting.
20.6
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the proceedings at
that meeting.
21.
Proceedings at General Meetings
21.1
The business of an annual general meeting shall be to receive and consider the accounts of
the Company and the reports of the board and auditors, to elect Directors (if necessary),
to elect auditors and fix their remuneration, to sanction a dividend if thought fit so to do,
and to transact any other business of which notice has been given.
21.2
No business shall be transacted at any general meeting except the adjournment of the
meeting unless a quorum of Members is present at the time when the meeting proceeds to
business. Such quorum shall consist of Members present in person holding shares
representing not less than fifty per cent (50%) of the total share capital of the Company
then outstanding, but so that not less than two individuals will constitute the quorum
provided that, if at any time all of the issued shares in the Company are held by one
Member, such quorum shall consist of the Member present in person.
21.3
If within half an hour from the time appointed for the meeting a quorum is not present, or
if during the meeting a quorum ceases to be present, the meeting, if convened by or upon
the requisition of Members, shall be dissolved. If otherwise convened the meeting shall
stand adjourned to the same day in the next week at the same time and place or such
day, time and place as the board shall determine, and at such adjourned meeting the
quorum shall consist of two Members present in person.
21.4
The chairman (if any) of the board shall preside as chairman at every general meeting of
the Company. If there is no such chairman, or if at any meeting he is not present, the
Members present in person shall choose one of the Directors present to be chairman, or if
