NOTICE is hereby given that the 2023 Annual General Meeting of the Company will be held at Manchester Central Convention Complex, Windmill Street, Manchester, M2 3GX at 14:30 BST on Wednesday 17th May 2023, for the following purposes:

1. Verification of voting rights.

2. Approval of Minutes of the 2022 AGM held at LINX116 and matters arising.

3. Approval of Minutes of the 2022 EGM held at LINX117 and matters arising.

4. Presentation of the 2022 Annual Report.

5. Presentation of the 2022 Accounts and financial results and Auditors Report.

6. Ordinary Resolutions numbered 1 to 3 below will be proposed and, if thought fit, passed as 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.

In accordance with Clause 5.1.2.6 of the LINX Memorandum of Understanding, the membership of the following member is suspended:
– Subspace Communication LLC (ASN 32261)
In the event of no formal vote being called under 5.1.2.6, this membership of LINX will be terminated at the end of the AGM.

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: 25th April 2023

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/LINX119 and quoting the secure voting codes sent to you by email.

RESOLUTION 1 (Ordinary Resolution)

THAT the re-appointment by the Board of Pieter Knook as Chairman for a further term of three years commencing 1st December 2022 shall be approved.

RESOLUTION 2 (Ordinary Resolution)

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

RESOLUTION 3 (Ordinary Resolution)

(these notes do not form part of the resolution but are issued for clarity) Resolution 3 approves changes to the Memorandum of Understanding (MoU) regarding the requirement for all members to purchase a peering service. The change will allow more networks and companies to become members, therefore increasing the value of LINX membership for all members. By reaching a larger group of networks, LINX value increases for the larger content providers and networks, who will increase their capacity on the exchanges, therefore adding more value for all members. This has been the subject of a members’ consultation – see https://www.linx.net/governance/consultations/ and the proposed changes.

THAT Clause 1.4 of the LINX Memorandum of Understanding (LINX MoU) be replaced by:

1.5 Operational use of a peering service is achieved by:

1.5.1 connecting to at least one of the LINX peering LANs; and

1.5.2 peering with the LINX collector router; and

1.5.3 peering with at least one existing LINX member or the LINX route servers.

AND

THAT Clause 1.1 of the LINX MoU be replaced by:

1.1 As a LINX member you warrant that you are, and will continue to be, a recognised legal entity or incorporated association.

AND

THAT Clause 1.5 of the LINX MoU be replaced by:

1.4. If you do not make operational use of a service listed on the Service Definition and Fees Schedule within three months of becoming a member of LINX, or subsequently do not maintain operational use of any such service for more than twenty-one days continuously, then this shall be regarded as a material breach of this MoU.

AND

THAT Appendix 1 – Clause 4.2 of the LINX MoU be replaced by:

4.2 AS numbers used in BGP-4 sessions across the LINX network shall be ASNs assigned by one of the Regional Internet Registries (or their predecessors) or an alternative agreed by the LINX membership, and shall not be from ranges reserved for private use. The only exception to this is when a BGP speaker is collecting routing information for analysis and not for immediate routing decisions. In this case the BGP speaker may use a private AS number. If it does so it shall not advertise any routes.