LONDON INTERNET EXCHANGE LIMITED
Company number: 3137929
NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at The Congress Hall, Congress Centre, Great Russell Street, London on Tuesday 21st February 2017 at 14:30 GMT for the following purposes.
- Verification of voting rights
- Special Resolution numbered 1 below will be proposed and, if thought fit, passed as a Special Resolution of the Company (requiring a 75% majority in favour).
The meeting itself will be carried out at the above address and additionally via a secure webcast, requiring member authentication, available at www.linx.net/linx96-webcast.
No person other than a LINX Member, in accordance with Clause 4 of the LINX Memorandum of Understanding, shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another member at this meeting. Any Member eligible to vote in this manner is also subject to the provisions of Clause 23.2 of LINX Memorandum and Articles of Association which states:
"23.2 Where, in the reasonable opinion of the Council, two or more members are deemed to be "connected persons", or controlled by "connected persons" (as defined in Section 839 of the Income and Corporation Taxes Act 1988 or in any legislation amending or replacing it), and the member that became a member of the Company first shall, to the exclusion of the member with whom they have become connected, have the right to vote as a member of the Company. Failure of any Member to provide such information as the Council may reasonably require shall entitle the Council to withdraw voting rights in respect of all such connected persons."
Members unable to attend the meeting in person may appoint a proxy to vote on their behalf in accordance with Articles 24.2, and 25 to 29.
Full details of the voting procedure will be in your voting pack.
BY ORDER OF THE COUNCIL
signed by the CHAIRMAN
DATED: 30th January 2017
[All resolutions are proposed by the Council]
Note: Special Resolutions are subject to 21 days notice. Documents pertaining to Special Resolutions are all referenced from this notice.
(these notes do not form part of the resolution but are issued for clarity)
Resolution 1 approves the adoption of a new version of the LINX Memorandum and Articles of Association - the company's constitution. The resolution is supported by three documents on the LINX website: An overview of the changes, a comparison of old and proposed M&A and the text of the proposed M&A.
THAT the document known as LINXMandA-17-01 exhibited at the meeting and also available on the LINX website at www.linx.net/manda-17-01 be adopted as the LINX Memorandum and Articles of Association.