ANNUAL GENERAL MEETING

A compulsory yearly meeting of shareholders that allows stakeholders to stay informed

and involved with company decisions and workings. An Annual General Meeting (commonly
abbreviated as AGM) is a meeting that official bodies, and associations involving the public
(including companies with shareholders), are often required by law or articles of associations to
hold. An AGM is generally held every year to inform their members of previous and future
activities.

An Extraordinary General Meeting, commonly abbreviated as EGM, is a meeting of

members of a company, shareholders of a company, or employees of an official body,
which occurs at an irregular time. The term is usually used where the company would ordinarily
hold an AGM, but where an issue arises which requires the immediate attention of the entire
membership and is too serious or urgent to wait until the next AGM. Sometimes an EGM is
referred to as a Special General Meeting or an Emergency.

There are 3 types of resolutions available to limited company shareholders:

Ordinary resolutions – Passed by a simple majority (above 50%) of shareholders’

votes. Members cast their votes on a show of hands or poll. Used for all types of
decisions, unless the Companies Act, the articles of association, and/or a
shareholders’ agreement stipulates the need for a special resolution. The
majority of ordinary resolutions must be filed with Companies House.
Special resolutions – Passed by a 75% majority of shareholders’ votes at a
general meeting. Members cast their votes on a show of hands or poll. Used for
extraordinary business decisions that cannot be passed by an ordinary
resolution.
Written resolutions – Used when a general meeting is not required to pass an
ordinary resolution or special resolution. Any written ordinary resolution must be
passed by a simple majority of shareholders’ votes. Written special resolutions
require a 75% majority vote. Shareholders cast their votes by signing the written
resolution (if it is distributed on paper) or indicating their decision via email or
online (if it is distributed by email on a website).
Lifting of the corporate veil means disregarding the corporate personality and looking behind
the real person who are in the control of the company. In other words, where a fraudulent and

dishonest use is made of the legal entity, the individuals concerned will not be allowed to take
shelter behind the corporate personality. In this regards the court will break through the

corporate shell and apply the principle of what is known as “lifting or piercing through the
corporate veil.” And while by fiction of law a corporation is a distinct entity, yet in reality it is an

association of persons who are in fact the beneficial owners of all the corporate property