Ann: Letter from the Executive Chairman, page-2

Which part of the UK 2006 ACT - section 168 means a major shareholder cant call a meeting???

The United Kingdom’s Companies Act 2006 as amended (the ‘Companies Act’) enables shareholders
of UK-registered companies to require the directors to call a general meeting and table specific
resolutions thereat. Further, the Companies Act allows shareholders to compel a company to
circulate a statement on their behalf. These are key tools for the activist investor.
Requisitioning General Meetings
Shareholders can require the directors of a company subject to the Companies Act to call a general
meeting of its shareholders if they together represent at least 5 percent of the paid-up voting share
capital of the company (excluding any voting rights attached to treasury shares). Such a request can
be made at any time but must state the general nature of the business to be dealt with at such
requisitioned meeting. It may also include the text of a resolution to be moved at the meeting, so
long as it is not defamatory, frivolous or vexatious and so long as it would not be ineffective if passed
(whether because of inconsistency with law or the constitutional documents of the company or
otherwise).
On such a requisition, the directors must call a meeting within 21 days, to be held no later than 28
days after the meeting is called. If the requisition identified a resolution intended to be moved at the
meeting, the directors must include notice of that resolution in the notice convening the meeting.
If the directors fail to call a meeting when required, the shareholders who made the requisition, or
any of them representing more than one-half of their total voting rights, may call the meeting
themselves, at the expense of the company, and the expenses reimbursed by the company are to b