GLOSSARY

Special business definition

What does Special business mean?

The matters undertaken at the general meeting (particularly the AGM) of a company. Since the overhaul of the Listing Rules from 1 July 2005, listed companies must make their own judgements about what they would consider to be ordinary or special business, with reference to their articles of association which may make a distinction between the two types. Previously the rules were more prescriptive as to what constituted ordinary business. In cases of doubt the FCA should be contacted. Where an AGM notice includes special business, the notice must be accompanied by an explanatory circular (LR 13.8.8 R). This may be, and frequently is, incorporated in the accompanying annual accounts and reports. Market practice is to issue an explanatory circular with an AGM notice, regardless of whether the notice includes resolutions which would be classed as special business.

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