LR 9.3 Continuing obligations: holders

A listed company must ensure that, in addition to its obligations under the Companies Act 2006,3 a proxy form:

1. (1)

   [deleted]3

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2. (2)

   provides for at least three3-way voting on all resolutions intended to be proposed (except that it is not necessary to provide proxy forms with three3-way voting on procedural resolutions); and3

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3. (3)

   [deleted]3

   3
4. (4)

   states that if it is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes.

If3 the resolutions to be proposed include the re-election of retiring directors and the number of retiring directors standing for re-election exceeds five, the proxy form may give3 shareholders the opportunity to vote for or against (or abstain from voting on) 3the re-election of the retiring directors as a whole but must3 also allow votes to be cast for or against (or for shareholders to abstain from voting on) 3the re-election of the retiring directors individually.

Where a listed company has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 7932 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)2:

1. (1)

   sanctions may not take effect earlier than 14 days after service of the notice;

2. (2)

   for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only sanction the constitution may provide for is a prohibition against attending meetings and voting;

3. (3)

   for a shareholding of 0.25% or more of the shares of a particular class (calculated exclusive of treasury shares), the constitution may provide:

   1. (a)

      for a prohibition against attending meetings and voting;

   2. (b)

      for the withholding of the payment of dividends (including shares issued in lieu of dividend) on the shares concerned; and

   3. (c)

      for the placing of restrictions on the transfer of shares, provided that restrictions on transfer do not apply to a sale to a genuine unconnected third party (such as through a RIE or an overseas exchange or by the acceptance of a takeover offer); and

4. (4)

   any sanctions imposed in accordance with paragraph (2) or (3) above must cease to apply after a specified period of not more than seven days after the earlier of:

   1. (a)

      receipt by the issuer of notice that the shareholding has been sold to an unconnected third party through a RIE or an overseas exchange or by the acceptance of a takeover offer; and

   2. (b)

      due compliance, to the satisfaction of the issuer, with the notice under section 7932.

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A listed company proposing to issue equity shares for cash or to sell treasury shares that are equity shares 8for cash must first offer those equity shares8 in proportion to their existing holdings to:

1. (1)

   existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and

2. (2)

   holders of other equity shares of the listed company who are entitled to be offered them.

LR 9.3.11 R does not apply to:8

1. (1)

   a listed company incorporated in the United Kingdom if a 8disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 57053(Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue of equity shares8 or sale of treasury shares that are equity shares by the listed company is within the terms of the authority; or5

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2. (2)

   a8 listed company undertaking a rights issue or open offer provided 8the disapplication of pre-emption rights is with respect to:

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   1. (a)

      equity shares representing fractional entitlements; or

   2. (b)

      equity shares which the company considers necessary or expedient to exclude from the offer on account of the laws or regulatory requirements of a 8territory other than its country of incorporation unless that territory is the United Kingdom8; or

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3. (3)

   a8 listed company selling treasury shares for cash to an employee share scheme; or

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4. (4)

   an overseas company with a premium listing that has obtained the consent of its shareholders to issue equity shares other than in accordance with LR 9.3.11 R either:

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   1. (a)

      within the terms of an authority equivalent to that required by section 570 or 571 of the Companies Act 2006; or8

   2. (b)

      in accordance with the law of its country of incorporation provided that the country has implemented Article 29 of Directive 77/91/EEC.8