Notice of Annual General Meeting - Sports Direct International

6. Vacation of office by directors
The Current Articles specify the circumstances in which a director must vacate office. The New Articles update these
provisions to reflect the approach taken on mental and physical incapacity in the model articles for public companies
produced by the Department for Business, Innovation and Skills, as well as to clarify and simplify the provisions with
respect to bankruptcy of a director and compositions made with a director’s creditors.
7. Voting by proxies on a show of hands
The Shareholders’ Rights Regulations have amended the Act so that it now provides that each proxy appointed by a
member has one vote on a show of hands, unless the proxy is appointed by more than one member, in which case the
proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the
resolution and by one or more members to vote against the resolution. The New Articles reflect these changes.
8. Voting by corporate representatives
The Shareholders’ Rights Regulations have amended the Act in order to enable multiple representatives appointed by
the same corporate member to vote in different ways on a show of hands and a poll. The New Articles contain provisions
which reflect these amendments.
9. Chairman’s casting vote
The New Articles remove the provision giving the chairman a casting vote in the event of an equality of votes as this is no
longer permitted under the Act.
10. Notice of general meetings
The Shareholders’ Rights Regulations amended the Act to require the Company to give 21 clear days’ notice of general
meetings unless the Company offers members an electronic voting facility and a special resolution reducing the period
of notice to not less than 14 days has been passed. Annual General Meetings must be held on 21 clear days’ notice. In
addition, the Act permits general meetings, other than Annual General Meetings, to be convened on 14 clear days’ notice,
subject to a company’s articles of association. The New Articles amend the relevant provision by specifying that general
meetings of the Company, other than Annual General Meetings, may be convened on 14 clear days’ notice and by making
it subject to the provisions of the Act, to be consistent with the Shareholders Rights Regulations.
11. Notice of Board meetings
Under the Current Articles, when a director is abroad he can request that notice of directors’ meetings are sent to him at
a specified address and if he does not do so he is not entitled to receive notice while he is away. This provision has been
removed, as modern communications mean that there may be no particular obstacle to giving notice to a director who
is abroad. It has been replaced with a more general provision that a director is treated as having waived his entitlement
to notice, unless he supplies the Company with the information necessary to ensure that he receives notice of a meeting
before it takes place.
SPoRTS DIRECT INTERNATIoNAL PLC // NoTICE oF ANNUAL GENERAL MEETING 2010 // P.23