New Articles4 Jun 2026 20:36
Shareholders are asked to vote on a number of resolutions, including an amendment to teh Articles.
I emailed investor relations, here's a link - https://www.immupharma.co.uk/wp-content/uploads/2026/06/Proposed-articles-of-association.pdf
I asked Claude for a summary of changes:
I've now read the full proposed new Articles. Here's a plain-English summary of the key changes compared to the old ones:
**1. Deferred Shares formally codified (Article 7)**
The new Articles explicitly define the rights of the existing Deferred Shares (the 284 million 9p shares currently in issue). Crucially, these shares have *no voting rights, no dividends, and almost no rights on winding up* — and the company can cancel or buy them back for as little as £1 total. This is largely tidying up what already exists in practice.
**2. Director fee cap raised (Article 88)**
The old Articles capped total director fees at **£50,000 per year**. The new Articles raise this to **£200,000 per year**. This is a fourfold increase and is notable for a small-cap company that has been struggling financially.
**3. Virtual and hybrid AGMs permitted (Articles 44–46)**
The new Articles allow meetings to be held partly by electronic means (e.g. online), including satellite meeting locations. The old Articles had no such provisions. Note that fully virtual-only meetings are explicitly **not** permitted — there must always be a physical location.
**4. Board can postpone general meetings (Article 50)**
A new power allowing the board to postpone a general meeting after notice has been sent, if it considers it "impracticable or unreasonable." This gives the board significant control over meeting timing.
**5. Chair loses casting vote (Article 64.5)**
Under the old Articles, the chair had a casting vote in the event of a tie. The new Articles **remove** this — in a tied vote, the resolution simply fails.
**6. Director removal now requires special resolution or ordinary resolution with special notice (Article 80)**
The old Articles allowed removal of a director by ordinary resolution with special notice. The new Articles add the option of a **special resolution** (requiring 75% approval) to remove a director. This makes it potentially harder to remove directors as it gives the board another procedural route.
**7. Director resignation by fellow directors (Article 81.1.3)**
A new provision allows all other directors, collectively, to request a director's resignation in writing. This is new — the old Articles had no such mechanism.
**8. Modern/updated drafting throughout**
The new Articles are a full modern rewrite using current Companies Act 2006 language, replacing the old hybrid 1985/2006 Act drafting. Much of the substance is carried over but in cleaner, clearer form.
The ones worth paying attention to as a shareholder (to follow)
Sign In
Follow the stocks
