This Checklist sets out details of those provisions of the Companies Act 2006 which can be included, excluded or modified by the articles of association of a private company limited by shares. A company must have articles of association, which: • in the case of a company incorporated under the Companies Act 1985 (CA 1985) will be: ◦ the relevant Table A, which was the prescribed format for the articles of a company limited by shares under the Companies Act 1985 and earlier legislation; if no articles are registered at Companies House, the form of Table A in force on the date that the relevant company was incorporated will apply, or ◦ bespoke articles that modify Table A or exclude them completely, in which case they should have been registered at Companies House, and • in the case of a company incorporated under Companies Act 2006 (CA 2006) will be: ◦ the relevant model articles

This Checklist summarises the current provisions in CPR 45 on fixed costs and provides a comparison with the previous provisions in Part 45 prior to 1 October 2023. Fixed costs provisions The provisions relating to fixed costs are found in CPR 45 and CPR PD 45. There are other cost limiting provisions dealt with elsewhere in the CPR and its accompanying Practice Directions, which are not covered in this Checklist. A comparison between Part 45 prior to 1 October 2023 and CPR 45 from 1 October 2023 is below: CPR 45 (position from 1 October 2023) CPR 45 (position prior to 1 October 2023) Section Area covered CPR provisions Section Area covered CPR provisions Section I General provisions CPR 45.1–CPR 45.15A Section I Fixed costs Rule 45.1–45.8 Section II Commencement, entry of judgment and enforcement CPR 45.16–CPR 45.23 Section II RTAs—fixed recoverable costs Rule 45.9–45.15 Section III HM Revenue and customs CPR 45.24–CPR 45.26 Section III Pre-Action Protocol for Low Value Personal Injury Claims in Road Traffic Accidents (RTA pre-action

Abolished on 4 October 2010, provocation was a special defence to a charge of murder with the resulting loss of control converting the original charge into manslaughter.

Insurance & Reinsurance analysis: This week the court found that an unexploded WWII bomb was the proximate cause of damage that occurred 79 years after it had been dropped. Allianz v The University of Exeter is the latest in a string of recent decisions that demonstrate the continued centrality of the causation issue to insurance disputes, as well as the difficulties of determining proximate cause in practice. Strikingly in this case (which may yet be subject to appeal), the passage of almost 80 years between the occurrence of the posited proximate cause and the damage did not rob the event of its causal potency, even though the damaged property did not even exist at the time the causal event occurred. Written by James Breese, senior associate, and Aaron Le Marquer, partner and head of Policyholder Disputes, at Stewarts Law LLP.

A written authorisation given by a shareholder to someone else to vote on his behalf at a company's annual general meeting (AGM) or special meeting (EGM).

A person who represents an absent creditor, usually at creditor's meetings for the purposes of voting.

What are proxy advisors? Proxy advisors provide institutional investors with research and data, including recommendations on how to vote at listed companies’ general meetings. Proxy advisors’ services include company research, voting recommendations, vote management software and data research on environmental, social and governance (ESG) issues. Proxy advisors produce their own standard policies (known as benchmark policies or house policies) and also bespoke voting policies based on an investor’s own in-house voting policies. Some proxy advisors also produce guidelines on specific policy areas such as climate change and other ESG issues. Who are the main proxy advisors in the UK? Several proxy advisors operate in the UK, including Glass Lewis, Institutional Shareholder Services (ISS), IVIS (the institutional voting service of the Investment Association), Pensions & Investment Research Consultants (PIRC) and Pensions UK (formerly the Pensions and Lifetime Savings Association (PLSA)). In June 2023, the Financial Reporting Council (FRC) published a report on research that it had carried out with Durham University and Morrow Sodali on proxy voting and ESG rating industry. The report found that ISS

A term generally indicating a boardroom dispute or potential coup, where a shareholder and a company board (or different factions within the boardroom) both seek shareholder proxies in support of their position in relation to resolutions to be voted on at a shareholder meeting.

Company number: [insert company name] [insert company name] PLC (the Company) Form of proxy for a general meeting Before completing this form please read the explanatory notes [I OR We] [insert name of shareholder[s]] as [a] member[s] of the Company appoint [insert name of proxy] [insert information about shares] Name of proxy Shares to which proxy appointment relates Leave blank if you are only appointing one proxy or, if no one is named in the box as proxy, the chair of the meeting as [my OR our] proxy to exercise all or any of [my OR our] rights to attend and speak for [me OR us] and on [my OR our] behalf at the general meeting of the Company to be held at [insert time] on [insert date] (and at any adjournment of the meeting) and to vote and/or abstain on the specified resolutions as indicated below, and as the proxy thinks fit on any other business (including any amendments to resolutions) properly dealt with at the general meeting (or adjourned meeting). If you wish to appoint more than one proxy, please refer to explanatory note

IN THE MATTER OF [INSERT NAME OF OFFEREE] PLC and IN THE MATTER OF THE COMPANIES ACT 2006 [INSERT NAME OF OFFEREE] PLC–COURT MEETING Form of proxy In the high court of justice BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES INSOLVENCY AND COMPANIES LIST (ChD) COMPANIES COURT Claim No. [insert court number for the scheme matter]   Form of proxy for use at the meeting of the members of [insert name of offeree] PLC (the Company) convened by the High Court of Justice of England and Wales by an order dated [insert date of court order] (the Court Meeting) for the purpose of considering and, if thought fit, approving with or without modification a proposed scheme of arrangement (the Scheme), to be held at [insert location of meeting] on [insert date] at [insert time][am OR pm] and/or at any adjournment of the Court Meeting. Please complete, sign and return this form to reach the Company’s registrars, [insert name] (the Registrars) at [insert address] no later than [insert time] [am OR pm] on [insert date]. Before completing this form, please read the explanatory notes below and the guidance and notes in the

[insert company name] PLC (the Company) Form of proxy — annual general meeting Before completing this form please read the explanatory notes I/we, Name of shareholder(s) [insert name(s)] In the case of joint shareholders, the names of all joint holders should be shown [insert any investor code] being a member / members of the Company, appoint Name of proxy ..................................................................................................................................................(complete in block capitals) Tick this box if this proxy appointment is one of multiple appointments ..................For the appointment of more than one proxy, please refer to note 3. number of Shares to which this proxy relates .................................................................................................................Leave blank if you are only appointing one proxy in respect of all your shares or, if no one is named in the box as proxy, the chair of the meeting, as my/our proxy to exercise all or any of my/our rights to attend and speak for me/us and on my/our behalf[, whether in person or remotely via electronic means,] at the annual general meeting of the Company (the AGM) to be held at [insert time] on [insert date] (and at any adjournment of the AGM). I/We have indicated with an ‘X’ I/we wish

[insert company name] PLC (the Company) Form of proxy—annual general meeting Before completing this form please read the explanatory notes I/We Name of shareholder(s) [insert name(s)] In the case of joint shareholders, the names of all joint holders should be shown [insert any investor code] being a member/members of the Company, appoint Name of proxy ..................................................................................................................................................(complete in block capitals) Tick this box if this proxy appointment is one of multiple appointments ..................For the appointment of more than one proxy, please refer to note 3. number of Shares to which this proxy relates .................................................................................................................Leave blank if you are only appointing one proxy in respect of all your shares or, if no one is named in the box as proxy, the chair of the meeting, as my/our proxy to exercise all or any of my/our rights to attend and speak for me/us and on my/our behalf[, whether in person or remotely via electronic means,] at the general meeting of the Company (the Meeting) to be held at [insert time] on [insert date] (and at any adjournment of the Meeting).