Special Resolution - Alteration To Articles Of Association

The Articles of Association may be changed by the shareholders passing a special resolution in a general meeting. Any such change must be notified to the Companies Registry.

The changes to the Articles of Association cannot be made in breach of other company law rules and there are protections against such changes where they increase the liability of individual shareholders, vary the rights of any class of shareholders or otherwise prejudice minority shareholders.

Special resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote.

The meeting at which the resolution is proposed must have had at least 21 days notice, unless a shorter period was agreed by majority in number of members holding at least 95% of the shares.

Certain matters can only be decided by special resolution and the articles cannot provide to the contrary.

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