Companies Act 2014

1102.

Length of notice of general meetings to be given by traded PLC

1102. (1) In its application to a PLC which is a traded PLC, section 181 shall apply as if—

(a) the following subsection were substituted for subsection (1):

“(1) Subject to section 1102(2) , a general meeting of a company (whether an annual general meeting or an extraordinary general meeting), other than an adjourned meeting, shall be called by not less than 21 days’ notice.”;

and

(b) subsection (2) were omitted.

(2) Notwithstanding section 181(1) as it applies by virtue of subsection (1) of this section, a general meeting of a PLC which is a traded PLC (other than an annual general meeting or an extraordinary general meeting for the passing of a special resolution) may be called by not less than 14 days’ notice if—

(a) the PLC offers the facility for members to vote by electronic means accessible to all members who hold shares that carry rights to vote at general meetings; and

(b) a special resolution reducing the period of notice to 14 days has been passed at the immediately preceding annual general meeting, or at a general meeting held since that meeting.

F411 [ (3) Notwithstanding section 181(1) as it applies by virtue of subsections (1) and (2), for the purposes of the Bank Recovery and Resolution Regulations a general meeting of a company may, by a majority of two-thirds of the votes validly cast, issue a notice requiring a general meeting (or modify its constitution to prescribe that a notice requiring a general meeting is issued) at shorter notice than as set out in paragraph (1) to decide on a capital increase, provided that

( a ) the meeting does not take place within 10 calendar days of the issue of the relevant notice,

( b ) the conditions of Regulation 39 or Chapter 3 of Part 3 of the Bank Recovery and Resolution Regulations are met, and

( c ) the capital increase is necessary to avoid the occurrence of the conditions laid down in Regulations 62 and 63 of the Bank Recovery and Resolution Regulations arising.

(4) For the purposes of subsection (3)

( a ) the notice obligations in section 1104(2) and (3), and

( b ) the requirement regarding entry of a person by the record date in section 1105(2),

do not apply. ]

Annotations

Amendments:

F411

Inserted (15.07.2015) by European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289 of 2015), reg. 189(11), in effect as per reg. 1(2).