LINX125 2025 EGM Notice
LONDON INTERNET EXCHANGE LIMITED ("the Company")Company number: 03137929
NOTICE is hereby given that the Extraordinary General Meeting (EGM) of the Company will be held at Convene 133 Houndsditch, London, EC3A 7BX and additionally via video conference, at 15:30 GMT on Wednesday 19th November 2025 for the following purposes:
- Verification of voting rights.
- The Ordinary Resolution numbered 1 below will be proposed and, if thought fit, passed as an Ordinary Resolution of the Company (requiring a simple majority in favour).
- The Special Resolution numbered 2 below will be proposed and, if thought fit, passed as a Special Resolution of the Company (requiring an enhanced majority of 75% in favour).
In accordance with clause 11 of the LINX Membership Agreement, the memberships of the following members are suspended:
- Path Network, Inc – ASN 396998
- Akari Networks Limited – ASN 983
- Shadow IT Ltd – ASN 214240
In the event of no formal vote being called under clause 11, 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 video conference at https://portal.linx.net/events/details/288. 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: 31 October 2025
REGISTERED OFFICE
Trinity Court,
Trinity Street,
Peterborough
PE1 1DA
RESOLUTIONS
RESOLUTION 1 (Ordinary Resolution)
THAT the LINX Board remuneration from 1st January 2026 detailed in the document https://www.linx.net/wp-content/uploads/2025/10/LINX-Board-Remuneration-for-2026.pdf be approved.
RESOLUTION 2 (Special Resolution)
THAT with effect from the conclusion of the meeting, the Company’s articles of association be amended by:
Deleting Article 42 and replacing it with:
- At every annual general meeting any representative director—
- who has been appointed by the directors since the last annual general meeting,
- who was not appointed or reappointed at one of the preceding two annual general meetings, or
- who was appointed to serve the remainder of another representative director’s term as set out under article 44, where the original appointee of that term was not appointed or reappointed at one of the preceding two annual general meetings, must retire from office and may offer themselves for re-election by the members subject to being eligible to reappointment under article 29.
EXPLANATORY NOTES
These notes do not form part of the resolutions but are issued for clarity.
All resolutions are proposed by the Board. Resolution 1 is an ordinary resolution and requires a simple majority of votes cast to be in favour in order to be passed. Resolution 2 is proposed as a special resolution and requires a majority of at least 75% of votes cast to be in favour in order to be passed.
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.
The corporate representative of each LINX Member can register their vote by visiting http://www.cesvotes.com/linx125 from Friday 31st October 2025 and quoting the secure voting codes sent to you by email.
Resolution 1
Resolution 1 approves the Board remuneration schedule for 2026: https://www.linx.net/wp-content/uploads/2025/10/LINX-Board-Remuneration-for-2026.pdf
This schedule specifies the remuneration for elected LINX Board members, conforming to Article 58.
Resolution 2
This Resolution changes the Articles to clarify the length of term of Representative Directors (elected NEDs).
It ensures that NEDs must retire at an AGM if they were not elected or re-elected at the previous AGM or the one before it. This means normally the term of office of elected NEDs will be approximately three years, or the balance of their predecessor’s three-year term if they are elected to fill a vacancy arising early pursuant to Article 44. The current Articles imply a three-year term but do not state it explicitly.
In precise terms, a NED’s retirement date will be aligned to the date of the coming AGM rather than to the calendar anniversary of the AGM at which they were elected.
NEDs appointed by the Board to fill a vacancy instead of being elected must still retire at the next AGM (and may run for election then, if eligible).
In either case, a retiring NED will have concluded a “term of office”, towards the three-term limit, irrespective of its actual duration.