Imperial Chemical Industries (ICI)

The Company is required to hold an annual general meeting and may also hold extraordinary general meetings. All meetings of the Company’s shareholders other than the annual general meeting are called extraordinary general meetings. Five shareholders present at an annual general meeting or an extraordinary general meeting constitute a quorum.

At least 21 clear days’ written notice of an annual general meeting and of any extraordinary general meeting at which a special resolution or a resolution appointing a person as a director is to be proposed is required. At least 14 clear days’ written notice of any other extraordinary general meeting is required. An annual general meeting may, however, be held at short notice provided that all the shareholders entitled to attend and vote at the meeting agree. Any extraordinary general meeting may be held at short notice if a majority in number of shareholders, who together hold at least 95% in nominal value of the Company’s shares with a right to attend and vote at such meeting, agree. Clear days’ notice excludes the date on which the notice of a meeting is posted, the date on which such notice is deemed to have been served and the date of the meeting itself. Such notice, when sent by first class post, is deemed to have been served on the date following that on which the notice was posted.

All shareholders or their proxies may attend and vote according to the voting rights set out above at an annual general meeting and extraordinary general meetings.

Under the Company’s Memorandum and Articles, the annual general meeting of shareholders must be held within 15 months of the preceding annual general meeting and at a time and place determined by the board of directors. The holders of at least one-tenth in nominal value of the Company’s issued shares may requisition a meeting of shareholders. The courts of England also have residual powers to call general meetings under the UK Companies Act.