Notice of Annual General Meeting
All public companies must hold an AGM. Since 1st October 2007, private companies are no longer required to hold an AGM. An annual general meeting (AGM) must be held by public companies each year, always within the 6 month period beginning with the accounting reference date. At least 21 days’ written notice is required. The Articles of Association usually provide that notice is deemed to have been given 48 hours after posting. The AGM can be called on shorter notice if all the shareholders who are entitled to attend and vote agree.
Notices of the AGM must be sent to every shareholder (member), the directors and auditors. The notice must set out the proposed business for the meeting and, in the case of ordinary or special resolutions, the actual wording proposed.
The usual business of the AGM is the assessment of the director's report and auditors' report, the declaration of a dividend, the election or re-election of directors (where they are subject to retirement by rotation) and of the auditors and authorising the directors to fix the auditors' remuneration. The AGM may also deal with other matters requiring the consent or approval of shareholders such as changes to the company name.
The members of a public company can require the company to include the wording of a resolution which may properly be moved and is intended to be moved at the AGM. A company is required to give notice of a resolution once it has received requests that it do so from members representing at least 5% of the total voting rights of all the members who have a right to vote on the resolution at the AGM to which the requests relate (excluding any voting rights attached to any shares in the company held as treasury shares), or at least 100 members who have a right to vote on the resolution and hold shares in the company where at least £100 has been paid for them on average per member.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
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