Company number: 3137929

NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Company will be held at The Park Plaza Victoria Hotel, 239 Vauxhall Bridge Road, London, SW1V 1EQ, and additionally via video conference, at 17:00 GMT on Thursday 16th November 2023 for the following purposes:

1. Verification of voting rights.
2. 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).

In accordance with Clause 5.1.2.6 of the LINX Memorandum of Understanding, the memberships of the following members are suspended:

• Flexiscale Limited (AS61226)
• Octet Telecom Limited (AS202793)

In the event of no formal vote being called under 5.1.2.6, these memberships of LINX will be terminated at the end of the EGM.

The meeting itself will be carried out at the above address and additionally via video conference – joining instructions 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: 23d October 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 EGM.
Note 2: The corporate representative of each LINX Member can register their vote by visiting https://www.cesvotes.com/LINX120  from 1st November 2023 and quoting the secure voting codes sent to you by email.

RESOLUTION 1 (Ordinary Resolution)
(these notes do not form part of the resolution but are issued for clarity)

Resolution 1 approves the Board remuneration schedule for 2024: This schedule specifies the remuneration for elected LINX Board members, conforming to Article 58.

THAT the LINX Board remuneration from 1st January 2024 detailed in the document be approved.

RESOLUTION 2 (Ordinary Resolution)
(these notes do not form part of the resolution but are issued for clarity)

Resolution 2 approves the LINX fees schedule from 1st January 2024 detailed in the document. The budget is explained further in the document.

THAT the LINX Fees Schedule and Services Definition (v1.0) defining the services to be provided by LINX, together with the fees to be charged to LINX members for these services for the period 1st January 2024 to 31st December 2024, as detailed in the document be approved.

RESOLUTION 3 (Ordinary Resolution)
(these notes do not form part of the resolution but are issued for clarity) In May 2023 the LINX Membership voted to change the eligibility requirements for membership contained in the Memorandum of Understanding (MoU).

Previously, all LINX members were required to make operational use of a peering service as a condition of membership. Following the change, members have the option of either making operational use of a peering service, or making operational use of another service listed in the Service Definition and Fees Schedule. In either case, there is a three month grace period from the start of membership in which to make the service operational.

Another provision of the MoU prohibits LINX members from voting at an AGM (or appointing a proxy to vote) during this grace period, prior to the service becoming operational. Unfortunately, this requirement refers specifically to making “operational use of peering” in three places in the MoU and, due to an oversight, we omitted to update these in line with the previously mentioned change.

Allowing this discrepancy to persist would deprive some duly admitted LINX members of their voting rights. It is also inconsistent with the Articles of Association of the company, which grant each an equal vote.

THAT Clause 1.6 of the LINX Memorandum of Understanding (LINX MoU) be replaced by:

1.6 You are not permitted to vote at or appoint a proxy to vote at a LINX General Meeting until you have achieved operational use of a service listed on the Service Definition and Fees Schedule.

AND

THAT Clause 5 in Appendix 2 of the LINX Memorandum of Understanding (LINX MoU) be replaced by:

5. When LINX has received the applicant’s payment, signed MoU and LINX connection form, the applicant will become a member of LINX and shall be entered on the register of members. The applicant will not be permitted to vote at any General Meeting until they have achieved operational use of a service listed on the Service Definition and Fees Schedule.

AND

THAT Clause 5 in Appendix 3 of the LINX Memorandum of Understanding (LINX MoU) be replaced by:

5. When LINX has received the applicant’s payment, signed MoU and LINX connection form, the applicant will become a member of LINX and shall be entered on the register of members. The applicant will not be permitted to vote at any General Meeting until they have achieved operational use of a service listed on the Service Definition and Fees Schedule.