Business
New Articles of Association
New Articles of Association.
About this update from Marshalls Plc
[{"type":"text","content":"\n Marshalls PLC\n16 April 2007\n\n\n\nMarshalls plc\n\nProposed amendments to Articles of Association\n\n\nMarshalls plc (the 'Company') announces pursuant to Disclosure and Transparency\nRule 6.1.2, that amendments to its Articles of Association are proposed for\nconsideration by shareholders at its Annual General Meeting to be held on\nWednesday 16 May 2007. The text of each of those Articles, highlighting the\nproposed amendments, is set out in the attached schedule.\n\nResolution 11 will be proposed as a Special Resolution to adopt new Articles of\nAssociation ('New Articles'). The New Articles incorporate amendments to the\ncurrent Articles of Association to reflect the provisions of the Companies Act\n2006 (the '2006 Act') which came into effect in January 2007 and those\nprovisions which will come into effect in April this year. As the Government\nintends to bring into force the provisions of the 2006 Act in various stages up\nto October 2008, it is anticipated that shareholders may be asked to approve\nfurther changes to the Company's Articles of Association during the course of\nthe next two Annual General Meetings.\n\nThe principal changes relate to electronic communications with shareholders. The\nprovisions of the Companies Act 1985 which allowed companies to communicate with\ntheir shareholders electronically have been repealed and replaced by provisions\nin the 2006 Act which operate in a different way and use different definitions.\nThe New Articles will also permit the Company to use electronic communications\nfor all notices, documents and information to be sent to shareholders, in\naccordance with individual shareholder preference. In addition, the New Articles\nwill reflect the key change introduced by the 2006 Act, which is the ability for\ncompanies to use website communication with shareholders as the default\nposition. The Company can ask each individual shareholder for their consent to\nreceive communications from the Company via the Company's website. If the\nshareholder does not respond to the request for consent within 28 days, the\nCompany may take that as consent to receive communications in this way. When the\nCompany places a document on its website, it must notify each shareholder who is\nreceiving documents via the website that the document is on the website, either\nby post or (if the sharehold...