Virgin Media 2006 Annual Report Download - page 215

proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will
be the holder of the proxy to receive such telegram, cablegram or other means of electronic transmission; provided that any
such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information
from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspector, if
there are no inspectors, such other persons making that determination shall specify the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another
person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any
and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or
other reliable reproduction shall be a complete reproduction of the entire original writing or transmission.
SECTION 11. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of the Corporation who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the
number of shares of the Corporation registered in the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the
meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is
provided with the notice of the meeting or (b) during ordinary business hours, at the principal place of business of the Corporation.
This list need not include electronic mail addresses or other electronic contact information. In the event that the Corporation
determines to make the list available an electronic network, the Corporation may take reasonable steps to ensure that such information
is available only to stockholders of the Corporation. If t meeting is to be held at a place, then the list shall be produced and kept at the
time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during
the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be
provided with the notice of the meeting.
SECTION 12. STOCK LEDGER. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 11 of this Article II or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.
SECTION 13. CONDUCT OF MEETINGS. Meetings of stockholders shall be presided over by the Chairman of the Board of
Directors, if any, or in the absence of the Chairman of the Board of Directors by the Chief Executive Officer, if any, or in the absence
of the Chief Executive Officer by the President or in the absence of the President by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, o the absence of such designation by a chairman chosen at the
meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall ac secretary of the meeting, but in the absence
of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary meeting.
The Board of Directors may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders
as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations adopted by the Board of Directors, the
Chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such Chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations
or procedures, whether adopted by the Board of Directors or prescribed by the Chairman of the meeting, may include, without
limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the
polls shall open and close for
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007