FXPO Ferrexpo Plc

RNS Number:5347S
Ferrexpo PLC
17 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 Authority
and will shortly be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

Tel: +44 (0)20 7066 1000

Copies of these documents may also be obtained from:

Ferrexpo plc
2-4 King Street
London
SW1Y 6QL

Tel: +44 (0)20 7389 8300

A summary of the principal changes being introduced by the New Articles of
Association to be proposed at the upcoming Annual General Meeting, are set out
below.

Extract from the Notes to the Resolution to amend the Articles of Association
contained in the Ferrexpo plc Notice of Annual General Meeting 2008.

"The Companies Act 2006 (the '2006 Act') received royal assent on 8 November
2006. The 2006 Act repeals and restates the greater part of companies
legislation and introduces new requirements to create a more comprehensive code
of company law. Most companies are proposing to amend their articles at their
annual general meeting to take account of certain new requirements and
authorisations provided in the 2006 Act. Some provisions of the 2006 Act are
already in force (from 1 January 2007, 6 April 2007 and 1 October 2007). Other
provisions are being periodically implemented in April 2008, October 2008,
February 2009 and October 2009. Given the staggered implementation of the 2006
Act, it is also likely that shareholders will be asked to update them again at
the 2009 annual general meeting.

Resolution 19 and 20 are proposed in order to amend the articles of association
following the phased introduction of the 2006 Act. The amended Articles of
Association will, if approved, come into effect in two stages. The first group
of amendments will come into effect immediately to reflect changes in
legislation which have been or will be made by 15 May 2008. The second group of
amendments, reflecting directors' interests, will become effective on 1 October
2008. Further details of the amendments to the Articles of Association are set
out in Appendix 1.


Appendix 1

1. Statutory Provisions

The Company' current Articles of Association (the 'Current Articles') are, in
the 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 the
form of resolutions, the variation of class rights, the requirement to keep
accounting records and provisions regarding the period of notice required to
convene general meetings. The main changes made to reflect this approach are
detailed below.

2. Form of Resolution

The Current Articles contain a provision that, where for any purpose an ordinary
resolution is required, a special or extraordinary resolution is also effective
and that, where an extraordinary resolution is required, a special resolution is
also effective. This provision is being removed as the concept of extraordinary
resolutions has not been retained under the 2006 Act.

The Current Articles enable members to act by written resolution. Under the 2006
Act public companies can no longer pass written resolutions. These provisions
have therefore been removed in the new articles of association (the 'New
Articles').

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 vary
class rights are contained in the 2006 Act. The relevant provisions have
therefore been amended in the New Articles.

4. Convening General Meetings

The provisions in the Current Articles dealing with the convening of general
meetings and the length of notice required to convene general meetings are being
amended to conform to new provisions in the 2006 Act. In particular, a general
meeting to consider a special resolution can be convened on 14 days' notice
whereas 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 to
exercise the rights attached to a different share held by the shareholder.
Multiple corporate representatives may be appointed (but if they purport to
exercise their rights in different ways, then the power is treated as not being
exercised). The New Articles reflect these provisions.

6. Age of Directors on Appointment

The Current Articles contain a provision requiring a director's age to be
disclosed if he has attained the age of 70 years or more in the notice convening
a meeting at which the director is proposed to be elected or re-elected. Such
provision 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 the
existing law but with some changes. Under the 2006 Act, from 1 October 2008 a
director must avoid a situation where he has, or can have, a direct or indirect
interest that conflicts, or possibly may conflict with the company's interests.
The requirement is very broad and could apply, for example, if a director
becomes a director of another company or a trustee of another organisation. The
2006 Act allows directors of public companies to authorise conflicts and
potential conflicts, where appropriate, where the articles of association
contain a provision to this effect. The 2006 Act also allows the articles of
association to contain other provisions for dealing with directors' conflicts of
interest to avoid a breach of duty. The New Articles give the directors
authority to approve such situations and to include other provisions to allow
conflicts 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 authorise
a conflict or potential conflict. First, only directors who have no interest in
the matter being considered will be able to take the relevant decision, and
secondly, 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. The
directors will be able to impose limits or conditions when giving authorisation
if they think this is appropriate.

It is also proposed that the New Articles should contain provisions relating to
confidential information, attendance at board meetings and availability of board
papers to protect a director being in breach of duty if a conflict of interest
or potential conflict of interest arises. These provisions will only apply where
the position giving rise to the potential conflict has previously been
authorised by the directors.

8. Notice of Board Meetings

Under the Current Articles, when a director is abroad he can request that notice
of directors' meetings are sent to him at a specified address and if he does not
do so he is not entitled to notice whilst he is away. This provision has been
removed as modern communications mean that there may be no particular obstacle
to giving notice to a director who is abroad. It has been replaced with a more
general provision that a director is treated as having waived his entitlement to
notice, unless he supplies the Company with the information necessary to ensure
that 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 enable
companies to communicate with members by electronic and/or website
communications. The New Articles continue to allow communications to members in
electronic form and, in addition, they also permit the Company to take advantage
of the new provisions relating to website communications. Before the Company can
communicate with a member by means of website communication, the relevant member
must be asked individually by the Company to agree that the Company may send or
supply documents or information to him by means of a website, and the Company
must either have received a positive response or have received no response
within the period of 28 days beginning with the date on which the request was
sent. The Company will notify the member (either in writing, or by other
permitted means) when a relevant document or information is placed on the
website and a member can always request a hard copy version of the document or
information.

10. Directors' Indemnities and Loans to Fund Expenditure

The 2006 Act has in some areas widened the scope of the powers of a company to
indemnify directors and to fund expenditure incurred in connection with certain
actions against directors. In particular, a company that is a trustee of an
occupational pension scheme can now indemnify a director against liability
incurred in connection with the company's activities as trustee of the scheme.
In addition, the existing exemption allowing a company to provide money for the
purpose of funding a director's defence in court proceedings now expressly
covers regulatory proceedings and applies to associated companies.

11. General

Generally the opportunity has been taken to bring clearer language into the New
Articles.

End






                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
NOAVDLBFVZBEBBB

Ferrexpo (LSE:FXPO)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024

Ferrexpo (LSE:FXPO)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024