NOTICE is hereby given that the 2022 Annual General Meeting of the Company will be held at Manchester Central Convention Complex, Windmill Street, Manchester, M2 3GX  at 14:30 BST on Friday 27^th May 2022, for the following purposes:

1. Verification of voting rights.
2. Approval of Minutes of the 2021 AGM held at LINX113 and matters arising.
3. Approval of Minutes of the 2021 EGM held at LINX114 and matters arising.
4. Presentation of the 2021 Annual Report.
5. Presentation of the 2021 Accounts and financial results and Auditors Report, and to approve these.
6. Special Resolution 1 and Ordinary Resolutions numbered 2 to 4 below will be proposed and, if thought fit, passed as Special Resolutions of the Company (requiring a 75% majority in favour) or Ordinary Resolutions of the Company (requiring a simple majority in favour).
7. Election of two representative members to the LINX Board of Directors in accordance with the Notice of Election.

The meeting itself will be carried out at the above address and additionally via a secure webcast, requiring member authentication. Details of the webcast will be circulated separately.

No person other than a LINX Member, in accordance with Article 5 of LINX Articles of Association, shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another member at this meeting. Any Member eligible to vote in this manner is also subject to the provisions of Article 16 which states: “16. Where, in the reasonable opinion of the Board, two or more members are deemed to be “connected persons”, or controlled by “connected persons” (as defined in Sections 993 and 994 of the Income Tax Act 2007 or in any legislation amending or replacing it), the connected members shall agree which shall have the right to vote and if they disagree then the member that became a member of the Company first shall, to the exclusion of the member with whom they have become connected, have the right to vote as a member of the Company. Failure of any Member to provide such information as the Board may reasonably require shall entitle the Board to withdraw voting rights in respect of all such connected persons.”

Full details of the voting procedure will be in your voting pack.

BY ORDER OF THE BOARD

signed by the CHAIRMAN

DATED: 5th May 2022

REGISTERED OFFICE

Trinity Court

Trinity Street

Peterborough

PE1 1DA

RESOLUTIONS

Notes:

All resolutions are proposed by the Board.

Note 1: Ordinary Resolutions are subject to 14 days notice. Documents pertaining to Ordinary Resolutions not yet available will be published on or before two weeks prior to the AGM. Special Resolutions are subject to 21 days notice. Documents pertaining to Special Resolutions are all referenced from this notice.

Note 2: The corporate representative of each LINX Member can register their vote by visiting http://www.cesvotes.com/LINX116 and quoting the secure voting codes sent to you by email.

RESOLUTION 1 (Special Resolution)

(these notes do not form part of the resolution but are issued for clarity)

Resolution 1 approves the adoption of a new version of the LINX Memorandum and Articles of Association – the company’s constitution. The proposed changes to the Articles clarify who chairs the General Meeting; and provide for a power of temporary adjournment of the General Meeting. The resolution is supported by a consultation on the LINX website at https://www.linx.net/governance/consultations/ and the text of the proposed Articles (http://www.linx.net/manda-linx116-draft).

THAT the document known as LINX MandA version draft 22.01 LINX116 available on the LINX website at http://www.linx.net/manda-linx116-draft be adopted as the LINX Memorandum and Articles of Association.

RESOLUTION 2 (Ordinary Resolution)

(these notes do not form part of the resolution but are issued for clarity)

Resolution 2 approves changes to the LINX Memorandum of Understanding to empower the Board to lift the suspension of a member whose membership has been suspended, and to reimpose it, if certain conditions are met. This has been the subject of a members’ consultation – see https://www.linx.net/governance/consultations/ and the proposed changes.

THAT at the end of clause 5.1.2.6 of the LINX Memorandum of Understanding the following new subclause ‘d’ be added:

d) The actions set out in clauses 5.1.2.6 a) to c) shall only be taken if your suspension is in effect at the time of the General Meeting.

AND

After clause 5.1, and before clause 5.2, add new clauses 5.1A and 5.1B:

5.1A LINX shall have the right to lift a suspension imposed under clause 5.1.2 if you have remedied your breach, or if in the Council’s absolute discretion it anticipates you will remedy your breach of this MoU in a timely fashion. If suspension is lifted LINX will reconnect your LINX services and you will regain any rights and privileges lost due to suspension.
5.1B LINX may reinstate a suspension that it has lifted under clause 5.1A at any time, if you, following a suspension being lifted, do not go on to fully remedy your breach of this MoU. If your suspension is reinstated it shall have the same effect as if made for the first time.

AND

Replace existing clause 5.2 with the following:

5.2 You may appeal against any decision of the Council about the suspension of this MoU with you. To do this, you must follow the Appeal Procedure.

RESOLUTION 3 (Ordinary Resolution)

THAT the audited accounts of the London Internet Exchange Ltd group to 31st December 2021 be approved.

RESOLUTION 4 (Ordinary Resolution)

THAT Price Bailey LLP be re-appointed as auditors at a remuneration to be determined by the Board.