Extracts of Articles of Association...
23 MEMBERS MEETINGS
23.4 The Chairman of the Board of Directors shall be entitled to propose a motion to hold a general meeting of the Company at any meeting of the Board of Directors. Where it is resolved to hold a general meeting, the Honorary Secretary shall summon a general meeting of the Company to take place within two months of the decision by the Board of Directors and shall give at least fourteen clear days' notice of such meeting to all members stating the business to be transacted thereat.
24 ORGANISATION OF GENERAL MEETINGS Attendance and speaking at general meetings
24.1 Attendance and speaking at general meetings
(a) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(b) A person is able to exercise the right to vote at a general meeting when:
(i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
(ii) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
(c) The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
(d) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
(e) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
24.2 Quorum for general meetings
No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum. Two or more members attending will constitute a quorum at a general meeting.
25 VOTES OF MEMBERS
25.1 Voting general
(a) A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the Articles.
(b) Subject to the Act and Article 28, at any general meeting:
(i) every Member who is present in person (or by proxy) shall on a show of hands have one vote; and
(ii) every Member present in person (or by proxy) shall on a poll have one vote.
28.1 Content of proxy notices
(a) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which:
(i) states the name and address of the member appointing the proxy;
(ii) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed;
(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the Directors may determine; and
(iv) is delivered to the Company in accordance with the articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in accordance with any instruction contained in the notice of general meeting (or adjourned meeting) to which they relate
and a proxy notice which is not delivered in such manner shall be invalid, unless the Directors, in their discretion accept the notice at any time before the meeting.
(b) The Company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(c) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(d) Unless a proxy notice indicates otherwise, it must be treated as:
(i) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
(ii) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
28.2 Delivery of proxy notices
(a) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Company by or on behalf of that person.
(b) An appointment under a proxy notice may be revoked by delivering to the Company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(c) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(d) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.
33 Changing the Articles of Association
No new clause or any amendment or suspension to any existing clause in these Articles of Association shall be made except by 75% of those present and voting at an Annual General meeting or a duly requisitioned Extraordinary General Meeting of the Association in respect of which not less than fourteen days prior notice has been given to all members.