LINX108 EGM Notice

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 Monday 24th February 2020 for the following purposes:

  1. Verification of voting rights
  2. Ordinary Resolutions numbered 1 to 2 below will be proposed, and if thought fit, passed as Ordinary Resolutions of the Company (simple majority).

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: 31st January 2020

Registered Office: Trinity Court, Trinity Street, Peterborough PE1 1DA

RESOLUTIONS

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.cesvotes.com/LINX108 and quoting the secure voting codes sent to you by  email.

RESOLUTION 1 (Ordinary Resolution) these notes do not form part of the resolution but are issued for clarity
Resolution 1 ratifies the appointment by the LINX Board of Pieter Knook as Independent LINX Chairman for an initial term of three years from the date of his appointment.

THAT the appointment by the Board of Pieter Knook as Chairman for an initial term of three years commencing 1st December 2019 shall be approved.

RESOLUTION 2 (Ordinary Resolution) these notes do not form part of the resolution but are issued for clarity
Resolution 2 approves changes to the LINX Memorandum of Understanding to add a new Appendix and to add text at the end of clause 9. These would incorporate into the MoU Standard Contractual Clauses as recommended by the Information Commissioner, and apply them to data held by LINX on individuals working for LINX members from EEA countries. The effect of this would be to give LINX members in EEA countries contractual rights replicating relevant GDPR rights in respect of that data. This has been the subject of a members’ consultation and discussion at LINX107. There is also a more detailed explanation and background information on Resolution 2 which can be found here.

THAT the schedule “Exports of Personal Data from the European Economic Area” shall be incorporated as an appendix (Appendix 5) to the MoU and the following paragraph be added to the end of clause 9 (Confidentiality) of the MoU:

If you are established in a country of the European Economic Area other than the United Kingdom, and if the European Commission has not adopted an adequacy decision for the United Kingdom under which the European Commission recognises the adequacy of the United Kingdom’s data protection (and for as long as there is no such adequacy decision), then the provisions of Appendix 5: Exports of Personal Data from the European Economic Area, shall have effect.