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LINX 2025 AGM Notice – LINX124

LINX124 2025 AGM Notice

LONDON INTERNET EXCHANGE LIMITED ("the Company") Company number: 3137929

NOTICE is hereby given that the Annual General Meeting (AGM) of the Company will be held at Convene 133 Houndsditch, London, EC3A 7BX and additionally via video conference, at 15:30 BST on Monday 2nd June 2025 for the following purposes:

  1. Verification of voting rights.
  2. Approval of Minutes of the 2024 AGM held at LINX122 and matters arising.
  3. Approval of Minutes of the 2024 EGM held at LINX123 and matters arising.
  4. Presentation of the 2024 Annual Report.
  5. Presentation of the 2024 Accounts and financial results and Auditor’s Report.
  6. Ordinary Resolutions numbered 1 and 2 below will be proposed and, if thought fit, passed as Ordinary Resolutions of the Company (requiring a simple majority in favour).
  7. Election of two representative Directors to the LINX Board of Directors in accordance with the Notice of Election.

In accordance with clause 5.1.2.6 of the LINX Memorandum of Understanding, the memberships of the following members are suspended:

  • Gigabit Networks Limited (AS56482)
  • Edgio Inc (AS22822)
  • EdgeCast Networks Limited (AS15133)
  • Macarne Limited (AS64289)

In the event of no formal vote being called under clause 5.1.2.6, these memberships of LINX will be terminated at the end of the AGM.

The meeting itself will be carried out at the above address and additionally via video conference at https://portal.linx.net/events/details/270. For the purposes of Article 12B, this meeting is not designated as a Virtual General Meeting.

No person other than a LINX Member, in accordance with Article 5 of LINX Articles of Association, 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 Article 16 which states:

“16. Where, in the reasonable opinion of the Board, two or more members are deemed to be “connected persons”, or controlled by “connected persons” (as defined in Sections 993 and 994 of the Income Tax Act 2007 or in any legislation amending or replacing it), the connected members shall agree which shall have the right to vote and if they disagree then 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 Board may reasonably require shall entitle the Board to withdraw voting rights in respect of all such connected persons.”

Full details of the voting procedure will be in your voting pack.

BY ORDER OF THE BOARD

signed by the CHAIRMAN

DATED: 12 May 2025

REGISTERED OFFICE
Trinity Court,
Trinity Street,
Peterborough
PE1 1DA

RESOLUTIONS

RESOLUTION 1 (Ordinary Resolution)

THAT RSM UK Audit LLP be appointed as auditors at a remuneration to be determined by the Board.

RESOLUTION 2 (Ordinary Resolution)

THAT with effect from 2nd July 2025, the LINX Membership Agreement and associated documents, as set out in the Explanatory Notes below and produced to the meeting and initialled by the Chair of the meeting for purposes of identification, be adopted in substitution for, and to the exclusion of, the existing LINX Memorandum of Understanding.

EXPLANATORY NOTES

These notes do not form part of the resolutions but are issued for clarity.

All resolutions are proposed by the Board. Resolutions 1 and 2 are Ordinary Resolutions and require a simple majority of votes cast to be in favour in order to be passed.

Ordinary Resolutions are subject to 14 days’ notice. Documents pertaining to Ordinary Resolutions not yet available will be published on or before two weeks prior to the AGM.

The corporate representative of each LINX Member can register their vote by visiting http://www.cesvotes.com/LINX124 from Monday 19 May 2025 and quoting the secure voting codes sent to you by email.

Resolution 1

On the recommendation of the Finance, Risk and Security Sub-Committee, the Board proposes as Resolution 1 that, in accordance with s485 of the Companies Act 2006, RSM UK Audit LLP be appointed as auditor of the Company and that the Board be authorised to determine the level of the auditor’s remuneration.

Resolution 2

The LINX Memorandum of Understanding (“MoU”) is the principal contract between LINX and members, and acts as LINX’s general terms of business. This resolution would replace the MoU with a modernised Membership Agreement, which the Board considers provides greater clarity, certainty, flexibility and legibility. It incorporates by reference a number of associated documents setting out LINX’s terms of business for particular services in greater detail than the MoU provides. This structure more closely resembles that of ‘framework agreements’ in common use across the telecommunications industry and other sectors.

Copies of the proposed Membership Agreement and all associated documents (the Membership Agreement and Associated Documents) can be downloaded from www.linx.net/terms.

LINX conducted a member consultation between 21st November 2024 and 28th February 2025 on its proposal to make this change and revised some of the details following member comments. Details of this consultation and the changes made can be found at https://www.linx.net/governance/consultations/.

If the Resolution is carried, then pursuant to clause 14.2 of the MoU the new Membership Agreement and the associated documents will supersede the MoU for both new and existing agreements, with effect from 2nd July 2025.

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