RS2 Software plc – Extraordinary General Meeting held

October 2, 2013
|In Company Announcements
|By Jesmond Mizzi Financial Advisors

RS2 Software plc announced that at an Extraordinary General Meeting of the Company held on 2 October 2013, the shareholders considered and approved the following resolutions:

TO AMEND THE MEMORANDUM & ARTICLES OF ASSOCIATION OF THE COMPANY

I. To amend the current Memorandum of Association of the Company by making the deletions and incorporating the additions as hereunder described.

(a) To replace Article 8 of the Memorandum of Association with the following:
“The business and affairs of the Company shall be managed by a Board of Directors which shall be composed of not less than three (3) and not more than seven (7) directors, of which at least one third (1/3) shall be non-executive directors, unless an appointment is made in accordance with the provisions of Article 55.3 of the Articles of Association of the Company.”

To amend the current Articles of Association of the Company by making the deletions and incorporating the additions as hereunder described.
(a) To insert a new Article, Article 53A immediately after Article 53 in the Articles of Association as follows:
“53A Notwithstanding the provisions of Article 53, an extraordinary resolution intended to restrict or withdraw the right of pre-emption in accordance with the provisions of Article 88(5) of the Companies Act and Article 8.1 of the Articles of Association of the Company shall be deemed not to have been passed unless approved by Member/s holding in aggregate not less than seventy five (75) per cent. in nominal value of all the Equity Securities represented and entitled to vote at the meeting and at least ninety (90) per cent. in nominal value of all the Equity Securities entitled to vote at the meeting.

Provided that, if one of the aforesaid majorities is obtained but not both, another meeting shall be convened within thirty days in accordance with the provisions for the calling of meetings to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a Member or Members having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent in nominal value of the Equity Securities represented and entitled to vote at the meeting. However, if more than half in nominal value of all the Equity Securities having the right to vote at the meeting is so represented shall suffice.”

To view the official company announcement, click here.