Companies Act 2014

1104.

Right to put items on the agenda of the general meeting and to table draft resolutions

1104. (1) One or more members of a traded PLC shall have the right, by electronic or postal means, at an address specified by the PLC, to—

(a) put an item on the agenda of an annual general meeting, provided that each such item is accompanied by—

(i) stated grounds justifying its inclusion; or

(ii) a draft resolution to be adopted at the general meeting;

and

(b) table a draft resolution for an item on the agenda of a general meeting (whether an annual general meeting or not);

subject to the member or members concerned holding 3 per cent of the issued share capital of the PLC, representing at least 3 per cent of the total voting rights of all the members who have a right to vote at the meeting to which the request for inclusion of the item relates.

(2) A request by a member to put an item on the agenda or to table a draft resolution under subsection (1)(a) shall be received by the traded PLC in written or electronic form at least 42 days before the date of the meeting to which it relates.

(3) Where the exercise of the right conferred by subsection (1)(a) involves a modification of the agenda for the annual general meeting, in situations where the agenda has already been communicated to the members, and only in such situations, the traded PLC shall make available a revised agenda in the same manner as the previous agenda—

(a) in advance of the applicable record date (as defined in section 1105 ) of share-ownership for purposes of entitlement to vote, or

(b) if no such record date applies, sufficiently in advance of the date of the annual general meeting so as to enable other members to appoint a proxy or, where applicable, to vote by correspondence.

(4) In order to facilitate a member to avail of subsection (1)(a), the traded PLC shall ensure that the date of the next annual general meeting is placed on its website by—

(a) the end of the previous financial year, or

(b) not later than 70 days prior to the date of the annual general meeting,

whichever is the earlier.