Copies of the above documents have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority’s Document Viewing Facility which is situated at:
The Financial Services Authority
25 The North Colonnade
Copies of the above documents will also be available shortly on the Company’s website at www.experiangroup.com.
At the Annual General Meeting to be held at 9.30am on 18 July 2007 at the Four Seasons Hotel, Simmonscourt Road, Dublin 4, Ireland, special resolutions (Resolutions 18 and 19) to amend the Articles of Association of the Company will be proposed. A summary of the resolutions, the reasons they are being proposed and the proposed changes to the Articles of Association are set out below.
Changes to UK company law now allow UK companies to make increased use of electronic communications with shareholders (including publication of documents on websites). This legislation goes beyond what is currently permitted by the Company’s Articles of Association but does not apply to the Company because it is a Jersey company.
In order to enable the Company to communicate with its shareholders in the same way as if it were a UK company (to the extent permitted by Jersey law), the Company is proposing certain changes to its Articles of Association. These changes will allow the Company:
Where shareholders agree (or are deemed to agree) to communication of shareholder information by means of a website, shareholders must be notified of the availability of the relevant document or information on the website, the address of the website, the place on the website where it may be accessed and how to access the document or information. This information will be provided to shareholders by post or email (if they have provided the Company with an email address for this purpose).
Shareholders will be deemed to have agreed to this form of communication if they fail to make a positive election to receive shareholder information in hard copy form, although in such circumstances they will continue to receive hard copies of notices of general meetings and proxy forms as currently required under Jersey law.
The purpose of Resolution 18, which is to be proposed as a special resolution, is to seek general authority from shareholders to send or supply documents or information to shareholders in electronic form (e.g. by email) or by means of a website and to approve related changes to the Company’s Articles of Association.
The Company believes that these changes will enable it to benefit from significant savings in terms of administration, printing and posting costs. It will also speed up the communication of information to shareholders in a convenient form, whilst at the same time delivering significant environmental benefits through reduced use of paper and energy.
These changes are outlined in further detail under the heading, Part A, below.
It is also proposed that the Company’s Articles of Association be changed:
The proposed changes to the Company’s Articles of Association, other than those relating to electronic communications, are explained in more detail under the heading, Part B, below.
The proposed changes to the Company’s Articles of Association deal with (i) e-communications and the use of websites to communicate with shareholders; (ii) recent changes to the UK Listing Rules and Disclosure and Transparency Rules relating to shareholder notifications; (iii) changes to the time in which shareholders can respond to Company investigations regarding interests in shares; (iv) shareholder rights to require an independent audit of the results of a poll; (v) certain minor changes to the provisions relating to where Board and committee minutes may be kept; (vi) updating references to the UK Companies Act 1985 with references to the UK Companies Act 2006, where appropriate; and (vii) the provision of summary financial statements to shareholders who elect to receive them rather than the full annual report and accounts.
Article 144 – Electronic Communication
Under the current Articles of Association of the Company, the Company is currently able to send or supply notices, documents and other information (“shareholder information”) to shareholders by electronic means or by means of a website if they have provided an email address. The proposed changes to Article 144 will extend the ability of the Company to send shareholder information to shareholders by electronic means and/or by making them available on a website as follows:
For shareholders who have elected to receive shareholder information by electronic means, the Company will be able to send all shareholder information to them by email or notify them by email of shareholder information available on a website.
Shareholders who do not elect to receive shareholder information by electronic means will, unless they elect to receive shareholder information by hard copy, be deemed to have elected to receive communications by electronic means if they fail to make any election within 28 days (or such later time as is specified in the election form) of being asked to do so. Shareholders will be notified by hard copy that shareholder information is available on a website. This will not apply to notices of general meeting and proxy forms which will continue to be sent in hard copy unless a shareholder has elected to receive information by electronic means.
Shareholders who elect to receive shareholder information by hard copy will continue to do so.
To the extent permissible by Jersey law, these changes are consistent with the e-communications provisions contained in the UK Companies Act 2006.
Article 74 – Deposit of form of proxy
Article 138 – Service of notices
Article 139 – Joint holders
Article 140 – Deceased and bankrupt members
Article 141 – Overseas members
Article 142 – Suspension of postal services
The proposed changes to these Articles of Association are to reflect the proposed changes to Article 144 described above. They broadly seek to maintain the effect of the existing Articles of Association to the extent consistent with market practice being adopted in the UK in light of the e-communications provisions contained in the UK Companies Act 2006.
Article 73 – Form of proxy
Article 90 – Nomination of Director for election
Article 130 – Waiver of dividend
Article 143 – Signature or authentication of documents sent by electronic means
The current Article 143 provides a mechanism for the Company to recognise authentication of documents sent to it by shareholders. The proposed changes to Article 143 give the Company greater flexibility in how it decides to recognise authentication of documents sent to the Company by shareholders and the proposed changes to Articles 73, 90 and 130 are consequential to this change.
Other changes to the Articles of Association
Article 14 – Trust etc. interests not recognised
Article 16 – Notification of interests in shares
Article 16 currently sets out the circumstances in which a shareholder must give notice to the Company that it has acquired an interest in shares in the Company above certain thresholds and generally follows the provisions of the UK Companies Act 1985. The relevant provisions of the UK Companies Act 1985 have now been repealed and have been replaced with shareholder notification obligations contained in the Disclosure and Transparency Rules. The proposed changes to Articles 14 and 16 are to align shareholder notification obligations under the Company’s Articles of Association with those contained in the Disclosure and Transparency Rules for UK issuers.
Article 17 – Power to investigate interests in shares
Article 17 currently provides that where the Company requests information concerning a persons’ interest in any shares of the Company, a response to such request must be given within 14 days. The proposed changes provide greater flexibility as to the time period that can be required for such response.
Article 63.2 – Audits of poll results
The UK Companies Act 2006 adds a new right for the shareholders of a quoted company to require its directors to obtain an independent report on any poll taken at a shareholders’ meeting. The changes proposed as a new Article 63.2 are to create a similar right for shareholders in the Company.
Article 2 – Interpretation
Article 15 – Provisions applicable to Article 17
Article 102 – Restrictions on voting
Article 103 – Directors’ interests – general
The definition of a “connected person” for the purpose of the Articles of Association was previously linked to that in Part VI of the UK Companies Act 1985. Part VI of the UK Companies Act 1985, which contained the definition of “connected persons”, was repealed on 20 January 2007 and replaced with a similar definition in Part 22 of the UK Companies Act 2006. The amendment to these articles reflect this change. In addition, it is proposed that the definition of “subsidiary undertaking” in Article 2 is updated to refer to the definition in the UK Companies Act 2006.
Article 115 – Minute Book
Article 115 currently provides that all minutes of meetings must be kept at the registered office of the Company in Jersey. The proposed changes allow greater flexibility as to where the minutes of meetings of the Board and its committees may be kept, reflecting that the Company may wish to maintain the minute books in respect of such meetings in the Republic of Ireland, where its Corporate Headquarters are located.
Article 134 – Copies of accounts for members – summary financial statements
Article 134 currently provides that all shareholders must be provided with a copy of every balance sheet and profit and loss account which is to be laid before a general meeting (including the full notes etc.).
It is proposed that Article 134 is amended to allow the Company to choose to produce and provide summary financial statements instead of a full copy of the annual report and accounts, where shareholders make an election (or are deemed to make an election) to receive such summary financial statements in the same way as is permitted under UK law.
The full text of the Articles of Association, as it is proposed that they be amended, will be available shortly on the Company’s website at www.experiangroup.com
Deputy Company Secretary
Tel: + 353 1 846 9128