Virgin Media 2006 Annual Report Download - page 212

SECTION 4. ADVANCE NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETINGS OF STOCKHOLDERS. To be
properly brought before the annual or any special stockholders’ meeting, business must be either (a) specified in the notice of meeting
(or any supplement or amendment thereto) given by or at the direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized
committee thereof), or (c) solely in the case of the annual meeting, otherwise properly brought before the meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provide for in this Section 4 and on the
record date for the determination of stockholders entitled to notice of and to vote at an annual meeting and (ii) who comply with the
notice procedures set forth in this Section 4.
In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholder’s written notice to the Secretary of the Corporation must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than seventy−five (75) days nor more than ninety (90) days prior to the first
anniversary of the date of the immediately preceding year’s annual meeting of stockholders; provided, however, that if the date of the
annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the
preceding year’s annual meeting, to be timely, notice by the stockholder must be so received not later than the close of business on the
tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the
annual meeting is first given or made (which for this purpose shall include any and all filings of the Corporation made on the EDGAR
system of the Securities and Exchange Commission or any similar public database maintained by the Securities and Exchange
Commission), whichever first occurs.
To be in proper written form, a stockholder’s notice to the Secretary of the Corporation must set forth as to each matter such
stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (ii) the name and record address of such stockholder proposing such
business, (iii) the class or series and number of share capital stock of the Corporation which are owned beneficially or of record by
such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such stockholder any material interest of such stockholder
in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the meeting to bring such
business before the meeting.
Notwithstanding anything in these By−laws to the contrary, no business shall be conducted at the annual or any special
stockholders’ meeting except business brought before the meeting in accordance with the procedures set forth in this Section 4;
provided, however, that, once business been properly brought before the meeting in accordance with such procedures, nothing in this
Section 4 shall be deemed to preclude discussion by any stockholder of any such business. The officer of the Corporation presiding at
the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the
meeting in accordance with the provisions of this Section 4, and if such officer shall so determine, such officer shall so declare to the
meeting that any such business not properly brought before the meeting shall not be transacted.
SECTION 5. ADVANCE NOTIFICATION OF NOMINATION OF DIRECTORS. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the
Certificate of Incorporation with respect to the rights, if any, of the holders of shares of preferred stock of the Corporation to nominate
and elect a specified number of directors in certain circumstances.
Nominations of persons for election to the Board of Directors may be made at any
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007