20th Apr 2007 16:32
Filing of Documents
Report and Accounts for the year ended 31 December 2006 of Friends Provident plc;
Notice of Annual General Meeting 2007; Friends - 2006 Annual Review for Shareholders and Summary Financial Statements; Example of Proxy Voting Form.
Copies of the above documents have been submitted to the UKLA, and are available for inspection at the UKLA's Document Viewing Facility, which is situated at:
25 The North ColonnadeCanary WharfLondonE14 5HSTel. 020 7066 1000
The Notice of Annual General Meeting 2007 includes a resolution to adopt new articles of association. The new Articles of Association that are proposed to be adopted at the AGM by Resolution 15 reflect certain provisions of the Companies Act 2006 (the 2006 Act) which have been brought into force. Set out below is a summary of the main differences between the current and the proposed new Articles of Association. This summary has been prepared in order to assist shareholders in understanding the rationale for and substance of the proposed amendments. Although the new Articles of Association are substantially unchanged from our current Articles of Association, it was felt preferable to adopt new Articles of Association rather than merely propose amendments as this allows for the form of Resolution 15 to be more straightforward. The number identifying each Article, unless otherwise indicated, corresponds to the numbering used in our current Articles of Association.
1. Notice of general meetings (Articles 47 and 48)
The 2006 Act provides that when a company has given an electronic address in a notice of meeting or proxy, a company is treated as having accepted that communications in relation to that meeting or proxy can be sent to that electronic address. Article 47 is amended to allow the Company to send such notices subject to conditions or limitations which may be contained in the notice itself.
The amendments to Article 48 deal with situations where, because of a postal strike or similar situation beyond the control of the Company, the Company is unable to send out hard copies of the notice of meeting or the notification that the notice of meeting has been placed on its website. Article 48 will ensure that such failure to give notice does not invalidate the proceedings of the meeting.
2. Electronic proxies (Articles 71, 72, 73 and 75)
Article 71 is amended to enable the Company to receive appointments of proxies in electronic form subject to the conditions or limitations which are specified in the notice of meeting. Articles 72, 73 and 75 in relation to the receipt of proxies are amended to bring them in line with the language used under the 2006 Act.
3. Sending of notices, documents and information (Articles 129 and 130)
Article 129 is amended to provide that any notice which is sent or given electronically or made available on a website by the Company is considered to be "in writing".
Article 130 will provide the Company a general power to send or give any notice, document or information to any member by a variety of methods such as in person, by post or in electronic form (such as by email), or by making it available on the Company's website depending on the individual member's preference.
If the Company gives any notice, or sends any document or information to its members by making it available on the Company's website, it must comply with the requirements under Article 130(2). The Company will be able to ask each individual member for his or her consent to receive communications from the Company via its website. If the member does not respond to the request for consent within 28 days, the Company may take that as consent by the member to receive communications in this way. When the Company makes a document available on its website, it must notify each member who has consented (or is deemed to have consented) to receive documents via the website, either by post or by email (if the member has specifically agreed to receive communications electronically), that the document has been made available on the website. A member who has received a document electronically can request a hard copy of any document at any time. Members can also revoke their consent to receive electronic communications at any time.
In relation to joint holders of shares, Article 130(3) provides that the agreement of the first-named holder on the register of members to accept notices, documents or information electronically or via a website will be binding on the other joint holders.
Articles 130(4) and 130(6) cater for situations where the provision of corporate information by electronic means may amount to a breach of securities laws of another jurisdiction.
4. Provisions about notices and deemed delivery (Articles 134, 135, 136, 137
and new Article 138)
Article 134 is being amended to allow for any notice, document or information, other than a notice of a general meeting, to be given by advertisement in at least one national daily newspaper published in the UK.
Article 135 sets out when notices, documents or information given or sent by the Company to its members are deemed to be delivered. Article 136 governs the manner in which the Company gives notices to a person entitled to a share as a result of the death or bankruptcy of a member and is amended to cover both documents and information.
Article 137 is amended to deal with notices, documents or information given or sent by the Company to a member which have been returned undelivered after three consecutive occasions. The member will only be entitled to receive further communications upon provision of a new postal or electronic address to the Company.
New Article 138 is inserted to deal with the validation of documents in electronic form by members where required by the Articles of Association.
Copies of the new articles of association have also been forwarded to the Financial Services Authority in accordance with the Disclosure and Transparency Rule 6.1.2 and will be available on the Company's website www.friendsprovident.com/reports from Monday, 23 April 2007.
For further information, please contact: Gordon Ellis, Group Secretary 01306 653087
FRIENDS PROVIDENT PLCRelated Shares:
Fondul Proprietatea