Business
Doc re. AGM
Doc re. AGM.
About this update from Hochschild Mining Plc
[{"type":"text","content":"\n Hochschild Mining PLC\n10 April 2008\n\nHochschild Mining plc\n10 April 2008\n\n\nNotice of AGM incorporating proposed amendments to Hochschild Mining plc's\nArticles of Association\n\n\nHochschild Mining plc ('the Company') has today posted to its shareholders the\nnotice of meeting in respect of the Annual General Meeting ('the AGM') to be\nheld on Friday 9 May 2008. The notice of meeting contains, among others,\nresolutions which propose changes to the Company's Articles of Association\n('Articles').\n\nShareholders are being requested to approve two sets of changes to the Articles.\nThe first, which shall take effect from the end of the AGM, amends the Articles\nto ensure that they are consistent with the provisions of the Companies Act 2006\n('the 2006 Act') currently in force. The second set of changes amends, with\neffect from 1 October 2008, the provisions of the Articles relating to\nDirectors' conflicts of interests. Further details of these amendments are given\nin paragraph 10 of the summary below.\n\n\nSummary of changes to the Articles\n\nUnless otherwise stated, references below to Article numbers are to the numbers\nin the proposed new Articles marked 'SET A'.\n\n\n1. Form of resolution\nThe current Article 2 provides that, where for any purpose an ordinary\nresolution is required, a special or an extraordinary resolution is also\neffective. This Article (and any other reference to an extraordinary resolution\nin the current Articles) is being amended because the concept of an\nextraordinary resolution is no longer necessary. Under the Companies Act 1985\n(the '1985 Act'), the main difference between a special resolution and an\nextraordinary resolution was that a meeting at which an extraordinary resolution\nwas to be proposed required only 14 days' notice. The shortening of the notice\nperiod required for a special resolution (as outlined in paragraph 4 below)\nunder the 2006 Act makes the concept of an extraordinary resolution redundant.\n\n\n2. Issue of share certificates (Article 17)\nUnder the 2006 Act, a company must issue a share certificate where a share\nwarrant is surrendered for cancellation, unless the Articles provide otherwise.\nChanges are included to reflect this.\n\n\n3. Registration of share transfers (Article 36)\nThe current Articles provide that the directors may refuse to register a\ntra...