18th Jun 2007 16:49
Experian Group Limited18 June 2007 EXPERIAN GROUP LIMITED (THE "COMPANY") ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2007, NOTICE OF 2007 ANNUAL GENERAL MEETING AND PROXY FORM Copies of the above documents have been submitted to the UK Listing Authorityand will be available for inspection at the UK Listing Authority's DocumentViewing Facility which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Copies of the above documents will also be available shortly on the Company'swebsite at www.experiangroup.com. At the Annual General Meeting to be held at 9.30 am on 18 July 2007 at the FourSeasons Hotel, Simmonscourt Road, Dublin 4, Ireland, special resolutions(Resolutions 18 and 19) to amend the Articles of Association of the Company willbe proposed. A summary of the resolutions, the reasons they are being proposedand the proposed changes to the Articles of Association are set out below. Electronic Communications and amendments to the Articles of Association Changes to UK company law now allow UK companies to make increased use ofelectronic communications with shareholders (including publication of documentson websites). This legislation goes beyond what is currently permitted by theCompany's Articles of Association but does not apply to the Company because itis a Jersey company. In order to enable the Company to communicate with its shareholders in the sameway as if it were a UK company (to the extent permitted by Jersey law), theCompany is proposing certain changes to its Articles of Association. Thesechanges will allow the Company: • to provide all company notices, documents and other information("shareholder information") to shareholders electronically, provided that theyagree to this and provide an appropriate (e.g. email) address; and • to send or supply shareholder information by means of a website toshareholders who agree (or, except as noted below, are deemed to agree) to thisform of communication. Where shareholders agree (or are deemed to agree) 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 email (if they have provided the Company with an emailaddress for this purpose). Shareholders will be deemed to have agreed to this form of communication if theyfail to make a positive election to receive shareholder information in hard copyform, although in such circumstances they will continue to receive hard copiesof notices of general meetings and proxy forms as currently required underJersey 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 orinformation to shareholders in electronic form (e.g. by email) or by means of awebsite and to approve related changes to the Company's Articles of Association. The Company believes that these changes will enable it to benefit fromsignificant savings in terms of administration, printing and posting costs. Itwill 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 energy. These changes are outlined in further detail under the heading, Part A, below. Other amendments to the Articles of Association It is also proposed that the Company's Articles of Association be changed: • to conform the provisions in the Company's Articles of Association withthe recent changes to the UK Listing Rules and Disclosure and Transparency Rulesrelating to shareholder notifications; • to allow the Directors to request that information requested by theCompany to investigate interests in shares be provided within a reasonable timespecified in such request; • to include a new shareholder right to call for an independent audit ofpoll results (to mirror the right granted to shareholders under the UK CompaniesAct 2006); • to update certain cross-references to the UK Companies Act 1985 to therelevant provisions under the UK Companies Act 2006; • to change where the Company is able to keep copies of Board andcommittee minutes; and • to enable the Company to provide summary financial statements (if itdecides to produce them) to shareholders who elect (or are deemed to elect) toreceive them rather than the full annual report and accounts (reflecting theposition under UK law). The proposed changes to the Company's Articles of Association, other than thoserelating to electronic communications, are explained in more detail under theheading, Part B, below. Summary of the principal changes to the Company's Articles of Association Introduction 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 Rulesrelating to shareholder notifications; (iii) changes to the time in whichshareholders can respond to Company investigations regarding interests inshares; (iv) shareholder rights to require an independent audit of the resultsof a poll; (v) certain minor changes to the provisions relating to where Boardand committee minutes may be kept; (vi) updating references to the UK CompaniesAct 1985 with references to the UK Companies Act 2006, where appropriate; and(vii) the provision of summary financial statements to shareholders who elect toreceive them rather than the full annual report and accounts. Part A Electronic Communications Article 144 - Electronic Communication Under the current Articles of Association of the Company, the Company iscurrently able to send or supply notices, documents and other information("shareholder information") to shareholders by electronic means or by means of awebsite if they have provided an email address. The proposed changes to Article144 will extend the ability of the Company to send shareholder information toshareholders by electronic means and/or by making them available on a website asfollows: For shareholders who have elected to receive shareholder information byelectronic means, the Company will be able to send all shareholder informationto them by email or notify them by email of shareholder information available ona website. Shareholders who do not elect to receive shareholder information by electronicmeans will, unless they elect to receive shareholder information by hard copy,be deemed to have elected to receive communications by electronic means if theyfail to make any election within 28 days (or such later time as is specified inthe election form) of being asked to do so. Shareholders will be notified byhard copy that shareholder information is available on a website. This will notapply to notices of general meeting and proxy forms which will continue to besent in hard copy unless a shareholder has elected to receive information byelectronic means. Shareholders who elect to receive shareholder information by hard copy willcontinue to do so. To the extent permissible by Jersey law, these changes are consistent with thee-communications provisions contained in the UK Companies Act 2006. Article 74 - Deposit of form of proxyArticle 138 - Service of noticesArticle 139 - Joint holdersArticle 140 - Deceased and bankrupt membersArticle 141 - Overseas membersArticle 142 - Suspension of postal services The proposed changes to these Articles of Association are to reflect theproposed changes to Article 144 described above. They broadly seek to maintainthe effect of the existing Articles of Association to the extent consistent withmarket practice being adopted in the UK in light of the e-communicationsprovisions contained in the UK Companies Act 2006. Article 73 - Form of proxyArticle 90 - Nomination of Director for electionArticle 130 - Waiver of dividendArticle 143 - Signature or authentication of documents sent by electronic means The current Article 143 provides a mechanism for the Company to recogniseauthentication of documents sent to it by shareholders. The proposed changes toArticle 143 give the Company greater flexibility in how it decides to recogniseauthentication of documents sent to the Company by shareholders and the proposedchanges to Articles 73, 90 and 130 are consequential to this change. Part B Other changes to the Articles of Association Article 14 - Trust etc. interests not recognisedArticle 16 - Notification of interests in shares Article 16 currently sets out the circumstances in which a shareholder must givenotice to the Company that it has acquired an interest in shares in the Companyabove certain thresholds and generally follows the provisions of the UKCompanies Act 1985. The relevant provisions of the UK Companies Act 1985 havenow been repealed and have been replaced with shareholder notificationobligations contained in the Disclosure and Transparency Rules. The proposedchanges to Articles 14 and 16 are to align shareholder notification obligationsunder the Company's Articles of Association with those contained in theDisclosure and Transparency Rules for UK issuers. Article 17 - Power to investigate interests in shares Article 17 currently provides that where the Company requests informationconcerning a persons' interest in any shares of the Company, a response to suchrequest must be given within 14 days. The proposed changes provide greaterflexibility 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 quotedcompany to require its directors to obtain an independent report on any polltaken at a shareholders' meeting. The changes proposed as a new Article 63.2 areto create a similar right for shareholders in the Company. Article 2 - InterpretationArticle 15 - Provisions applicable to Article 17Article 102 - Restrictions on votingArticle 103 - Directors' interests - general The definition of a "connected person" for the purpose of the Articles ofAssociation was previously linked to that in Part VI of the UK Companies Act1985. 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 similardefinition in Part 22 of the UK Companies Act 2006. The amendment to thesearticles reflect this change. In addition, it is proposed that the definition of"subsidiary undertaking" in Article 2 is updated to refer to the definition inthe UK Companies Act 2006. Article 115 - Minute Book Article 115 currently provides that all minutes of meetings must be kept at theregistered office of the Company in Jersey. The proposed changes allow greaterflexibility as to where the minutes of meetings of the Board and its committeesmay be kept, reflecting that the Company may wish to maintain the minute booksin respect of such meetings in the Republic of Ireland, where its CorporateHeadquarters are located. Article 134 - Copies of accounts for members - summary financial statements Article 134 currently provides that all shareholders must be provided with acopy of every balance sheet and profit and loss account which is to be laidbefore a general meeting (including the full notes etc.). It is proposed that Article 134 is amended to allow the Company to choose toproduce and provide summary financial statements instead of a full copy of theannual report and accounts, where shareholders make an election (or are deemedto make an election) to receive such summary financial statements in the sameway as is permitted under UK law. The full text of the Articles of Association, as it is proposed that they beamended, will be available shortly on the Company's website atwww.experiangroup.com. For further information: Ronan HannaDeputy Company SecretaryTel: + 353 1 846 9128 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Experian