LONDON INTERNET EXCHANGE LIMITED (“the Company”)
Company number: 3137929
NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at The Park Plaza Victoria Hotel, 239 Vauxhall Bridge Road, London SW1V 1EQ at 14:30 GMT on Tuesday 12th November 2019 for the following purposes.
- Verification of voting rights
- Ordinary Resolutions numbered 1 to 3 below will be proposed, and if thought fit, passed as Ordinary Resolutions of the Company (simple majority).
In accordance with Clause 188.8.131.52 of the LINX Memorandum of Understanding, the memberships of the following members are suspended:
M5i (International IT Support Services) (AS64474)
Nigsun Telecom (AS38808)
In the event of no formal vote being called under 184.108.40.206, these memberships of LINX will be terminated at the end of the EGM.
The meeting itself will be carried out at the above address and additionally via a secure webcast, requiring member authentication, available at: <https://portal.linx.net/events/webcast>
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.”
Members unable to attend the meeting in person may appoint a Proxy to vote on their behalf in accordance with Articles 21 to 24.
Full details of the voting procedure will be in your voting pack.
BY ORDER OF THE BOARD
signed by the CHAIRMAN
Dated: 22nd October 2019
Registered Office: Trinity Court, Trinity Street, Peterborough PE1 1DA
All resolutions are proposed by the Board.
NOTE 1: 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 EGM. Special Resolutions are subject to 21 days notice. Documents pertaining to Special Resolutions are all referenced from this notice.
NOTE 2: The corporate representative of each LINX Member can register their vote on these resolutions by visiting http://www.ersvotes.com/LINX107 and quoting the secure voting codes sent to you by email.
RESOLUTION 1 (Ordinary Resolution)
THAT Price Bailey LLP be appointed as auditors at a remuneration to be determined by the Board.
RESOLUTION 2 (Ordinary Resolution)
(these notes do not form part of the resolution but are issued for clarity) Resolution 2 approves the Board remuneration schedule for 2020: LINX_Board_Stipend_2020. This schedule specifies the remuneration for elected LINX Board members, conforming to Article 58.
THAT the LINX Board remuneration from 1st January 2020 detailed in the document LINX_Board_Stipend_2020 be approved.
RESOLUTION 3 (Ordinary Resolution)
(these notes do not form part of the resolution but are issued for clarity) Resolution 3 approves the LINX Budget for 2020 including the fees schedule from 1st January 2020 detailed in the document LINX_Services_Fees_2020. The budget is explained further in the document LINX_Budget_2020.
THAT the Budget for the period 1st January 2020 to 31st December 2020 be approved. This includes the LINX Fees Schedule and Services Definition as detailed in the document LINX_Services_Fees_2020 which defines the Services to be provided by LINX, together with the Fees to be charged to LINX Members for these Services for the period 1st January 2020 to 31st December 2020.