LIBERTY INTERNATIONAL NOTICE OF 2009 ANNUAL GENERAL MEETING AND
PROPOSED CHANGES TO ARTICLES OF ASSOCIATION
The Notice of the 2009 Annual General Meeting of the company to be
held on Tuesday 7 July 2009 has been posted to shareholders and made
available on the company's website www.liberty-international.co.uk
today.
The Notice of the Annual General Meeting contains two resolutions
which propose changes to the company's Articles of Association. A
summary of the proposed changes is set out in appendix A.
In accordance with Listing Rule 9.6.2 and Disclosure and Transparency
Rule 6.2.1, two copies of the Notice of the Annual General Meeting
and the amended Articles of Association have been submitted to the
Financial Services Authority, and will shortly be available for
inspection at the Financial Services Authority's Document Viewing
Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Telephone: 020 7066 8333
Appendix A
PROPOSED CHANGES TO ARTICLES OF ASSOCIATION
A copy of the Articles of Association of the company showing the
amendments proposed below will be available for inspection at the
registered office of the company at 40 Broadway, London SW1H 0BT
during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) up to the date of the Annual General
Meeting. The Articles of Association as amended may also be inspected
at the place of the Annual General Meeting at least 15 minutes prior
to, and during, the meeting.
1) Proposed changes with immediate effect (Resolution 11)
A special resolution is proposed to enable the company to call a
general meeting (other than an annual general meeting) at which a
Special Resolution is to be proposed on 14 clear days' notice, as
permitted under the Companies Act 2006. Currently 21 clear days'
notice is required.
Wording of resolution: THAT Article 52.1 of the company's Articles of
Association be replaced with the following wording:
"At least 21 clear days' notice in writing must be given for every
Annual General Meeting and for any other meeting where it is proposed
to pass a resolution of which "special notice" under the Companies
Acts has been given to the Company.
At least 14 clear days' notice in writing must be given for any other
meeting where it is proposed to pass a Special Resolution or for
every other General Meeting. However a shorter period of notice can
be given:
- for an Annual General Meeting, if all the members who can attend
and vote agree; or
- for an Extraordinary General Meeting, if a majority of the members
agree and those members hold at least 95 per cent by nominal value of
the shares which can be voted at the meeting."
2) Proposed changes with effect from 1 October 2009 (Resolution 13)
The Companies Act 2006 is being implemented in phases with the final
phase coming into force on 1 October 2009. One of the changes to be
effective from that date is the abolition of the concept of
authorised share capital. Unless removed before 1 October 2009, the
current level in the Articles of Association will limit the number of
shares a company can allot.
It is proposed that the Memorandum (which from 1 October 2009 will be
deemed to form part of the company's Articles of Association) be
deleted and the Articles of Association be amended to produce a new
set of Articles of Association (the "New Articles"). The changes
introduced in the New Articles are summarised below:
a) Provisions of the Company's Memorandum of Association
("Memorandum")
The provisions regulating the operations of the company are currently
set out in the company's Memorandum and Articles of Association. The
company's Memorandum contains, among other things, the objects clause
which sets out the scope of the activities the company is authorised
to undertake. This is drafted to give a wide scope. The Companies Act
2006 will significantly reduce the constitutional significance of a
company's memorandum. The Companies Act 2006 provides that a
memorandum will record only the names of subscribers and the number
of shares each subscriber has agreed to take in the company. Under
the Companies Act 2006 the objects clause and all other provisions
which are currently contained in a company's memorandum, for existing
companies at 1 October 2009, will be deemed to be contained in a
company's articles but the company can remove these provisions by
special resolution.
Further the Companies Act 2006 states that unless a company's
articles provide otherwise, a company's objects are unrestricted.
This abolishes the need for companies to have objects clauses. For
the foregoing reasons the company is proposing, in Resolution 13, to
remove the objects clause together with all other provisions of its
Memorandum, which, by virtue of the Companies Act 2006, are to be
treated as forming part of the Articles of Association as of 1
October 2009. The company is proposing that the provision in the
Memorandum stating that the liability of members is limited be
preserved by the insertion of an equivalent provision in the Articles
of Association.
b) Authorised share capital and unissued shares
The Companies Act 2006 abolishes the requirement for a company to
have an authorised share capital. The company is proposing changes to
its Memorandum and Articles of Association to reflect this.
Resolution 13 deletes, with effect from 1 October 2009, all
provisions of the company's Memorandum, which are deemed to form part
of the Articles of Association from that date, relating to authorised
share capital, The Directors will still be limited as to the number
of shares they can at any time allot because allotment authority
continues to be required under the Companies Act 2006, save in
respect of employee share schemes.
Wording of resolution: THAT with effect from 00.01 am on 1 October
2009:
(i) the Articles of Association of the Company be amended by deleting
all of the provisions of the company's Memorandum of Association
which, by virtue of Section 28 of the Companies Act 2006, are to be
treated as part of the Articles of Association; and
(ii) (a) if Resolution 11 above is passed, the amendments to the
Articles of Association produced at the meeting, marked "A" and
initialled by the Chairman for the purpose of identification, be
adopted as the Articles of Association of the company in substitution
for, and to the exclusion of, the existing Articles of Association;
or
(b) if Resolution 11 above is not passed, the amendments to the
Articles of Association produced at the meeting, marked "B" and
initialled by the Chairman for the purpose of identification, be
adopted as the Articles of Association of the company in substitution
for, and to the exclusion of, the existing Articles of Association.
Susan Folger
Company Secretary
Liberty International PLC
29 May 2009
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