NOTICE is hereby given that the 2021 Annual General Meeting of the Company will be held via video conference at 12:00 BST on Tuesday 25th May 2021, for the following purposes:
- Verification of voting rights.
- Approval of Minutes of the 2020 EGM held at LINX108 and matters arising.
- Approval of Minutes of the 2020 AGM held at LINX109 and matters arising.
- Approval of Minutes of the 2020 EGM held at LINX111 and matters arising.
- Presentation of the 2020 Annual Report.
- Presentation of the 2020 Accounts and financial results and Auditors Report, and to approve these.
- Ordinary Resolutions numbered 1 to 4 below will be proposed and, if thought fit, passed as Ordinary Resolutions of the Company (simple majority).
- Election of two representative members to the LINX Board of Directors in accordance with the Notice of Election.
The meeting itself will be conducted as a video conference – joining details 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: 30th April 2021
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.
Note 2: The corporate representative of each LINX Member can register their vote by visiting http://www.cesvotes.com/LINX113 and quoting the secure voting codes sent to you by email.
RESOLUTION 1 (Ordinary Resolution)
THAT the audited accounts of the London Internet Exchange Ltd group to 31st December 2020 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 LINX Memorandum of Understanding to clarify that LINX has the right to decline to interact with a particular individual. This has been the subject of a members’ consultation and discussion at LINX112, see https://www.linx.net/governance/consultations/current-consultations/. There is also a more detailed explanation and background information on Resolution 3 which can be found at https://www.linx.net/wp-content/uploads/Resolution-text-and-Explanatory-notes-for-Member-representatives-MoU-amendment-FINAL2.pdf
THAT after section 4.7 of the LINX Memorandum of Understanding, the following new paragraph be added:
“4.8 LINX shall be deemed to consent to your appointment of an individual where this MoU requires you to appoint an individual or name a contact. If LINX gives you written notice withdrawing that consent, you shall appoint a different individual or name an alternate contact in their place.”
RESOLUTION 4 (Ordinary Resolution)
(these notes do not form part of the resolution but are issued for clarity)
Resolution 4 approves changes to Appendix 1 of the LINX Memorandum of Understanding to
1. Allow all multicast traffic on the normal peering LAN.
2. Only allow IPv6 multicast on the peering LAN in an effort to encourage adoption.
This has been the subject of a members’ consultation, see https://www.linx.net/governance/consultations/current-consultations/ and a more indepth discussion at LINX109, which you can access here.
THAT Appendix 1-Clause 2.3, of the LINX Memorandum of Understanding be replaced by
“2.3 Frames forwarded to a member interface which is part of the LINX peering LAN(s) shall not be addressed to a broadcast MAC destination address except as follows:
broadcast ARP packets”
AND
THAT Appendix 1-Clause 2.4, of the LINX Memorandum of Understanding be replaced by
“2.4 Traffic for link-local protocols shall not be forwarded to member interfaces which are part of the LINX peering LAN(s) except for the following:
ARP
IPv6 Neighbour solicitations and advertisements
PIM-SM
Link local protocols includes but is not limited to:
IRDP
ICMP redirects
IEEE802 Spanning Tree
Vendor proprietary discovery protocols (e.g. CDP, EDP)
Interior routing protocol broadcasts (e.g. OSPF, ISIS, IGRP, EIGRP)
BOOTP/DHCP
PIM-DM
DVMRP”
AND
THAT Appendix 1-Clause 4.1, of the LINX Memorandum of Understanding be replaced by
“4.1 All exchange of routes across the LINX network shall be via BGP4; or in the case where a member interface is used to exchange multicast traffic, PIM-SM and MSDP may also be run on that interface.”
