11th Apr 2007 17:30
ARM Holdings PLC11 April 2007 ARM Holdings PLC Annual Report & Accounts, circular and notice of AGM for the year ended 31December 2006 Copies of the above documents have today been submitted to the UK ListingAuthority and will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Telephone: (0)20 7066 1000 The Annual Report & Accounts is also available on the Company's website atwww.arm.com. At the AGM to be held at 2pm on 15 May 2007 at 110 Fulbourn Road, Cambridge CB19NJ, a special resolution (Resolution 11) to amend the articles of associationof the Company will be proposed. A summary of the resolution, the reason it isbeing proposed, and the proposed changes to the articles of association is setout below. Electronic communications and related changes to the Articles of Association(resolution 11) Resolution 11 is a special resolution to seek general authority fromshareholders to send or supply documents or information to shareholders inelectronic form (e.g. by email) or by means of a website, so taking advantage ofnew company legislation regarding electronic communications with shareholders,which became effective on 20 January 2007. The resolution also makes various changes to the Articles of Association toreflect the new legislation on electronic communications and makes a number ofminor updates and consequential changes required by the Companies Act 2006. Asummary of the principal changes is set out in Appendix 1 to the notice ofAnnual General Meeting. Existing company legislation permits the Company to communicate withshareholders electronically (e.g. by fax, email or by means of a website) inrespect of certain types of information they receive from the Company and manyshareholders have already signed up for this means of communication. However,the new legislation makes two important changes: - all company notices, documents and other information ("shareholderinformation") can now be provided to shareholders electronically, provided thatthey agree to this and provide an appropriate (e.g. email) address; and - if shareholders are invited to agree that the Company may send or supplyshareholder information by means of a website, those who do not respond within28 days are deemed to have agreed to the Company communicating shareholderinformation to them by means of a website. Where shareholders agree (or are deemed to have agreed) to communication ofshareholder information by means of a website, shareholders must be notified ofthe availability of the relevant document or information on the website, theaddress of the website, the place on the website where it may be accessed andhow to access the document or information. This information will be provided toshareholders by post or by email (if they have provided us with an email addressfor this purpose). The Company would like to take advantage of the new legislation as early aspossible. Increased use of electronic communications will deliver significantsavings to the Company in terms of administration, printing and postage costs.It will also speed up the communication of information to shareholders in aconvenient form, whilst at the same time delivering significant environmentalbenefits through reduced use of paper and of the energy required for itsproduction and distribution. Accordingly, resolution 11, which is being proposedas a special resolution, confers the necessary authority on the Company. Summary of the principal changes to the Articles of Association Introduction A number of provisions in the Companies Act 2006 (including those relating toelectronic communications between companies and their shareholders andinvestigation by a public company of interests in its shares) came into force on20 January 2007. The proposed changes to the Articles of Association deal withthe new electronic communications regime and make certain other changes requiredby the provisions of the Companies Act 2006 that were brought into force on 20January 2007. Article 61 - Restriction on voting in particular circumstances Section 212 of the Companies Act 1985 previously allowed a public company toinvestigate interests in its shares. Section 212 of the Companies Act 1985 wasrepealed on 20 January 2007 and replaced with substantially similar provisionscontained in Part 22 of the Companies Act 2006. The provisions of section 212 ofthe Companies Act 1985 have been replaced by section 793 of the Companies Act2006 and the proposed changes to Articles 61.2 and 61.7 reflect this. Article 65 - Form of proxyArticle 82 - Nomination of director for electionArticle 121 - Waiver of dividendArticle 134 - Signature or authentication of documents sent by electronic means The current Article 134 provides a mechanism for the Company to recogniseauthentication of documents sent to it by shareholders. The CompanyCommunications Provisions of the Companies Act 2006 (which came into force on 20January 2007 and which prescribe methods of communication by and to the Companyfor documents or information authorised or required by any provision of theCompanies Acts) provide companies with greater flexibility in how they choose torecognise authentication of documents sent to them by shareholders. The proposedchanges to Article 134 allow the Company to take advantage of this flexibilityand the proposed changes to Articles 65, 82 and 121 are consequential to thischange. Article 66 - Deposit of form of proxyArticle 86 - Convening of meetings of directors The Company Communication Provisions introduce new terminology relating toelectronic communication between companies and their shareholders. The proposedchange to Article 66 reflects these changes in terminology, and the proposedchange to Article 86 makes similar changes to the provisions governing theconvening of meetings of directors. Article 91 - Written resolutions Currently, in order for the board of directors to pass a written resolution,each director is required to sign a hard copy of the written resolution. Newlanguage is to be incorporated in Article 91 to allow the directors to approvewritten resolutions of the board in electronic form. This change will facilitatethe passing of board resolutions at short notice, where convening a full boardmeeting or circulating a hard copy written resolution may not be practicable. Article 94 - Restrictions on votingArticle 95 - Directors' interests - general The definition of a "connected person" for the purpose of these Articles waspreviously linked to that in Part VI of the Companies Act 1985. Part VI of theCompanies Act 1985, which contained the definition of "connected persons", wasrepealed on 20 January 2007 and replaced with a similar definition in Part 22 ofthe Companies Act 2006. The changes to these Articles reflect this change. Article 128 - Service of notices etc Under the current Articles of Association and in accordance with the statutoryregime in place prior to 20 January 2007, the Company is currently able to sendor supply only certain types of shareholder communication by electronic means orby means of a website. The proposed new Article 128 allows the Company to sendall notices, documents and information (whether authorised or required under theCompanies Acts or the Articles of Association) by electronic means and/or bymaking them available on a website, and the Company Communications Provisionsapply to all such communications. Deemed notice provisions replace the "default"statutory provisions, so that notices are deemed to have been received (i) wheredespatched by post, 24 hours (or 48 hours where second class post is used) afterposting, (ii) where electronic means are used, 24 hours following transmissionand (iii) in the case of website communications, when material is made availableon a website (or, if later, on receipt of notice of such availability). Shareholders who have not notified the Company of an email address at which theywish to receive notices, documents and information will continue to receivenotices, documents and information in hard copy form, or (where communication bymeans of a website is permitted) notification in hard copy form that notices,documents or information have been made available by means of a website.Shareholders who wish to receive notices, documents or information by email willneed to supply the Company with an address for this purpose. Article 129 - Joint holdersArticle 130 - Deceased and bankrupt membersArticle 131 - Overseas membersArticle 132 - Suspension of postal services The proposed changes to these Articles are necessary as a result of the proposedchanges to Article 128 described above. They broadly seek to maintain the effectof the existing Articles of Association to the extent permitted by the newstatutory communications regime. The full text of the articles of association as it is proposed that they beamended, can be found on the Company's website at www.arm.com under Investors This information is provided by RNS The company news service from the London Stock Exchange END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ARM.L