Ferrexpo Regulatory News (FXPO)

17 Apr 2008 08:52

Ferrexpo PLC17 April 2008 Documents for the Ferrexpo plc 2008 Annual General Meeting * Annual Report and Accounts 2007 * Notice of 2008 Annual General Meeting * Proxy form * New Articles of Association (being proposed at the 2008 Annual General Meeting) Copies of the above documents have been submitted to the UK Listing Authorityand will shortly be available for inspection at the UK Listing Authority'sDocument Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS Tel: +44 (0)20 7066 1000 Copies of these documents may also be obtained from: Ferrexpo plc2-4 King StreetLondonSW1Y 6QL Tel: +44 (0)20 7389 8300 A summary of the principal changes being introduced by the New Articles ofAssociation to be proposed at the upcoming Annual General Meeting, are set outbelow. Extract from the Notes to the Resolution to amend the Articles of Associationcontained in the Ferrexpo plc Notice of Annual General Meeting 2008. "The Companies Act 2006 (the '2006 Act') received royal assent on 8 November2006. The 2006 Act repeals and restates the greater part of companieslegislation and introduces new requirements to create a more comprehensive codeof company law. Most companies are proposing to amend their articles at theirannual general meeting to take account of certain new requirements andauthorisations provided in the 2006 Act. Some provisions of the 2006 Act arealready in force (from 1 January 2007, 6 April 2007 and 1 October 2007). Otherprovisions are being periodically implemented in April 2008, October 2008,February 2009 and October 2009. Given the staggered implementation of the 2006Act, it is also likely that shareholders will be asked to update them again atthe 2009 annual general meeting. Resolution 19 and 20 are proposed in order to amend the articles of associationfollowing the phased introduction of the 2006 Act. The amended Articles ofAssociation will, if approved, come into effect in two stages. The first groupof amendments will come into effect immediately to reflect changes inlegislation which have been or will be made by 15 May 2008. The second group ofamendments, reflecting directors' interests, will become effective on 1 October2008. Further details of the amendments to the Articles of Association are setout in Appendix 1. Appendix 1 1. Statutory Provisions The Company' current Articles of Association (the 'Current Articles') are, inthe main, to be amended to bring them into line with the Companies Act 2006 (the'2006 Act'). Certain examples of such provisions include provisions as to theform of resolutions, the variation of class rights, the requirement to keepaccounting records and provisions regarding the period of notice required toconvene general meetings. The main changes made to reflect this approach aredetailed below. 2. Form of Resolution The Current Articles contain a provision that, where for any purpose an ordinaryresolution is required, a special or extraordinary resolution is also effectiveand that, where an extraordinary resolution is required, a special resolution isalso effective. This provision is being removed as the concept of extraordinaryresolutions has not been retained under the 2006 Act. The Current Articles enable members to act by written resolution. Under the 2006Act public companies can no longer pass written resolutions. These provisionshave therefore been removed in the new articles of association (the 'NewArticles'). 3. Variation of Class Rights The Current Articles contain provisions regarding the variation of class rights.The proceedings and specific quorum requirements for a meeting convened to varyclass rights are contained in the 2006 Act. The relevant provisions havetherefore been amended in the New Articles. 4. Convening General Meetings The provisions in the Current Articles dealing with the convening of generalmeetings and the length of notice required to convene general meetings are beingamended to conform to new provisions in the 2006 Act. In particular, a generalmeeting to consider a special resolution can be convened on 14 days' noticewhereas previously 21 days' notice was required. 5. Votes of Members Under the 2006 Act proxies are entitled to vote on a show of hands whereas,under the Current Articles, proxies are only entitled to vote on a poll.Multiple proxies may be appointed provided that each proxy is appointed toexercise the rights attached to a different share held by the shareholder.Multiple corporate representatives may be appointed (but if they purport toexercise their rights in different ways, then the power is treated as not beingexercised). The New Articles reflect these provisions. 6. Age of Directors on Appointment The Current Articles contain a provision requiring a director's age to bedisclosed if he has attained the age of 70 years or more in the notice conveninga meeting at which the director is proposed to be elected or re-elected. Suchprovision could now fall foul of the Employment Equality (Age) Regulations 2006,and so has been removed from the New Articles. 7. Conflicts of Interest The 2006 Act sets out directors' general duties which largely codify theexisting law but with some changes. Under the 2006 Act, from 1 October 2008 adirector must avoid a situation where he has, or can have, a direct or indirectinterest that conflicts, or possibly may conflict with the company's interests.The requirement is very broad and could apply, for example, if a directorbecomes a director of another company or a trustee of another organisation. The2006 Act allows directors of public companies to authorise conflicts andpotential conflicts, where appropriate, where the articles of associationcontain a provision to this effect. The 2006 Act also allows the articles ofassociation to contain other provisions for dealing with directors' conflicts ofinterest to avoid a breach of duty. The New Articles give the directorsauthority to approve such situations and to include other provisions to allowconflicts of interest to be dealt with in a similar way to the current position. There are safeguards which will apply when directors decide whether to authorisea conflict or potential conflict. First, only directors who have no interest inthe matter being considered will be able to take the relevant decision, andsecondly, in taking the decision the directors must act in a way they consider,in good faith, will be most likely to promote the Company's success. Thedirectors will be able to impose limits or conditions when giving authorisationif they think this is appropriate. It is also proposed that the New Articles should contain provisions relating toconfidential information, attendance at board meetings and availability of boardpapers to protect a director being in breach of duty if a conflict of interestor potential conflict of interest arises. These provisions will only apply wherethe position giving rise to the potential conflict has previously beenauthorised by the directors. 8. Notice of Board Meetings Under the Current Articles, when a director is abroad he can request that noticeof directors' meetings are sent to him at a specified address and if he does notdo so he is not entitled to notice whilst he is away. This provision has beenremoved as modern communications mean that there may be no particular obstacleto giving notice to a director who is abroad. It has been replaced with a moregeneral provision that a director is treated as having waived his entitlement tonotice, unless he supplies the Company with the information necessary to ensurethat he receives a notice of meeting before it takes place. 9. Electronic and Web Communications Provisions of the 2006 Act which came into force in January 2007 enablecompanies to communicate with members by electronic and/or websitecommunications. The New Articles continue to allow communications to members inelectronic form and, in addition, they also permit the Company to take advantageof the new provisions relating to website communications. Before the Company cancommunicate with a member by means of website communication, the relevant membermust be asked individually by the Company to agree that the Company may send orsupply documents or information to him by means of a website, and the Companymust either have received a positive response or have received no responsewithin the period of 28 days beginning with the date on which the request wassent. The Company will notify the member (either in writing, or by otherpermitted means) when a relevant document or information is placed on thewebsite and a member can always request a hard copy version of the document orinformation. 10. Directors' Indemnities and Loans to Fund Expenditure The 2006 Act has in some areas widened the scope of the powers of a company toindemnify directors and to fund expenditure incurred in connection with certainactions against directors. In particular, a company that is a trustee of anoccupational pension scheme can now indemnify a director against liabilityincurred in connection with the company's activities as trustee of the scheme.In addition, the existing exemption allowing a company to provide money for thepurpose of funding a director's defence in court proceedings now expresslycovers regulatory proceedings and applies to associated companies. 11. General Generally the opportunity has been taken to bring clearer language into the NewArticles. End This information is provided by RNS The company news service from the London Stock Exchange