Each year the Board of Directors shall convene a general meeting of the Shareholders called the annual general meeting; any annual general meeting so convened shall be held at such time and place as the Board of Directors may determine.
All general meetings other than annual general meetings are called extraordinary general meetings.
The Board of Directors may convene an extraordinary general meeting whenever it thinks fit. At any meeting convened on such requisition no business shall be transacted except that stated by the requisition or proposed by the Board of Directors.
Additionally, a Special Resolution of the Shareholders will be required in the following circumstances:
- to issue and to grant options to acquire shares in the Company (and the consideration and the terms upon which such shares are issued or options to acquire such shares is granted);
- to vary the rights attached to any class of shares;
- to alter the Company’s share capital comprising shares with par value;
- to reduce the Company’s share capital; and
- to remove a Director from office.
An Ordinary Resolution will be required in certain circumstances including, but not limited to the following:
- to authorise a distribution by the Company to Shareholders;
- to declare and pay a distribution by way of dividend;
- to determine the remuneration of the Directors;
- to appoint or remove an auditor of the Company;
- to authorise the Directors in respect of capitalisation of profits;
- and to resolve that the Company be wound up voluntarily.