UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2008
Commission File Number 1-14840
AMDOCS LIMITED
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands
Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]
(AMDOCS LOGO)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 22, 2009
To the Shareholders:
The annual general meeting of shareholders of Amdocs Limited will be held
at 10:00 a.m., local time, on Thursday, January 22, 2009, at the offices of
WilmerHale, 399 Park Avenue, New York, New York, 31st floor, for the following
purposes:
1. To approve the election of each of the following 12 individuals to
serve as directors of Amdocs Limited until the next annual general
meeting of shareholders or until his earlier resignation or removal
or until his respective successor is elected and qualified:
Bruce K. Anderson
Adrian Gardner
Charles E. Foster
James S. Kahan
Zohar Zisapel
Dov Baharav
Julian A. Brodsky
Eli Gelman
Nehemia Lemelbaum
John T. McLennan
Robert A. Minicucci
Simon Olswang
2. To approve the following special resolution: "RESOLVED, that the
current Memorandum of Association and Articles of Association of
Amdocs Limited be, and they hereby are, amended and restated in
their entirety and that the Memorandum of Incorporation and the
Articles of Incorporation, as attached to Amdocs Limited's proxy
statement as Appendix C-1 and C-2, respectively, be, and they
hereby are, adopted as the Company's Memorandum of Incorporation
and Articles of Incorporation respectively.";
3. To approve our Consolidated Financial Statements for the fiscal
year ended September 30, 2008 (Proposal III); and
4. To ratify and approve the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending September 30, 2009, and until the next annual general
meeting, and authorize the Audit Committee of the Board of
Directors to fix the remuneration of such independent registered
public accounting firm in accordance with the nature and extent of
its services (Proposal IV).
Our shareholders will also act on such other business as may properly come
before the annual general meeting.
The Board of Directors has fixed the close of business on November 24, 2008
as the record date for the determination of our shareholders entitled to notice
of, and to vote on the matters proposed at, the annual general meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS OF AMDOCS LIMITED (WHETHER THEY EXPECT TO ATTEND THE ANNUAL
GENERAL MEETING OR NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN
PROMPTLY THE PROXY CARD ENCLOSED WITH THIS NOTICE. IF YOU ARE THE RECORD HOLDER
OF YOUR ORDINARY SHARES, YOU CAN ALSO AUTHORIZE THE VOTING OF YOUR SHARES OVER
THE INTERNET OR BY TELEPHONE AS PROVIDED IN THE INSTRUCTIONS SET FORTH ON THE
ENCLOSED PROXY CARD. YOU CAN CHANGE YOUR VOTE AND REVOKE YOUR PROXY AT ANY TIME
BEFORE THE POLLS CLOSE AT THE ANNUAL GENERAL MEETING BY FOLLOWING THE PROCEDURES
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
By Order of the Board of Directors
-s- Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary and Treasurer
December 11, 2008
------------
A proxy card for the annual general meeting for the fiscal year ended September
30, 2008 is enclosed and our Annual Report on Form 20-F is available on our
website at www.amdocs.com or by request. Shareholders are entitled to appoint
another person as proxy to exercise all or any rights to attend and to speak and
vote at a meeting of the Company. A Shareholder may appoint more than one proxy
in relation to a meeting provided that each proxy is appointed to exercise the
rights in respect of different shares. If, within 30 minutes from the appointed
time for the meeting, a quorum is not present, the meeting if convened by or
upon a requisition shall be dissolved. If otherwise convened, it shall stand
adjourned for seven days at the same time and place or to such other day and at
such other time and place as the Board of Directors may determine and no notice
of adjournment need be given. At that meeting, those shareholders present in
person or by proxy will form a quorum whatever their number and the number of
shares held by them.
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 22, 2009
References in this Proxy Statement to "Amdocs", "we", "our" and "us" refer
to Amdocs Limited and its consolidated subsidiaries and their respective
predecessors.
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Amdocs Limited, a company organized under the laws of Guernsey,
in connection with the solicitation by its Board of Directors of proxies from
holders of its outstanding ordinary shares, par value L0.01 per share, for use
at the annual general meeting of shareholders to be held at 10:00 a.m., local
time, on Thursday, January 22, 2009, at the offices of WilmerHale, 399 Park
Avenue, New York, New York, 31st floor, or at any adjournments thereof (the
"General Meeting").
This Proxy Statement and the accompanying proxy are first being mailed or
delivered to our shareholders on or about December 11, 2008.
At the General Meeting, the holders of our ordinary shares as of the close
of business on November 24, 2008 (the "Record Date") will be asked to take the
following actions:
1. Elect 12 directors to serve until the next annual general meeting
of shareholders or until their earlier resignation or removal or
successors are elected and qualified (Proposal I);
2. Approve a special resolution, proposed in response to recent
changes in the laws of Guernsey, adopting amendments to our
Memorandum of Association and our Articles of Association, and
restating them in their entirety (Proposal II);
3. Approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2008 (Proposal III); and
4. Ratify and approve the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending September 30, 2009, and until the next annual general
meeting, and authorize the Audit Committee of the Board of
Directors to fix the remuneration of such independent registered
public accounting firm in accordance with the nature and extent of
its services (Proposal IV).
The proxy confers discretionary authority with respect to any amendments or
modifications of proposals that properly may be brought before the General
Meeting. As of the date hereof, we are not aware of any such amendments or
modifications or other matters to be presented for action at the General
Meeting. However, if any other matters properly come before the General Meeting,
the proxies solicited hereby will be exercised on such matters in accordance
with the reasonable judgment of the proxyholders.
As of the Record Date, Amdocs had outstanding 203,615,917 ordinary shares.
Each ordinary share is entitled to one vote on all matters presented at the
General Meeting. Only holders of record of ordinary shares at the close of
business on the Record Date are entitled to notice of, and to vote at, the
General Meeting. Votes cast in person or by proxy at the General Meeting will be
tabulated by the inspector of elections appointed for the General Meeting who
will also determine whether a quorum is present for the transaction of business.
Two or more shareholders of record, together holding a majority of our
outstanding ordinary shares present in person or represented by proxy, shall
constitute a quorum for purposes of the General Meeting.
Approval of Proposals I, III and IV requires the affirmative vote of a
majority of our ordinary shares represented in person or by proxy at the General
Meeting. Approval of Proposal II requires the affirmative vote of not less than
75% of our ordinary shares represented in person or by proxy at the General
Meeting.
The enclosed proxy provides that each shareholder may specify that his, her
or its ordinary shares be voted "for", "against" or "abstain" from voting with
respect to each of Proposals II, III and IV. Each shareholder may
specify that his, her or its ordinary shares may be voted "for" any of the
director nominees named in Proposal I, or they may be "withheld" from any such
nominees. If proxies in the accompanying form are properly executed and
returned, the ordinary shares represented thereby will be voted in the manner
specified therein. If not otherwise specified, in the reasonable discretion of
the proxyholders, the ordinary shares represented by a proxy will be voted FOR
each of the proposals.
Proxies will not be counted as voting in respect of any matter as to which
abstention is indicated, but abstentions will be counted as ordinary shares that
are present for purposes of determining whether a quorum is present at the
General Meeting. Nominees who are members of the New York Stock Exchange, or the
NYSE, and who, as brokers, hold ordinary shares in "street name" for customers
have, by NYSE rules, the authority to vote on certain items in the absence of
instructions from their customers, the beneficial owners of the ordinary shares.
If such nominees or brokers indicate that they do not have authority to vote
shares as to a particular matter (the "Broker Non-Votes"), we will not count
those votes in favor of such matter. Broker Non-Votes will be counted as
ordinary shares that are present for purposes of determining whether a quorum is
present.
Shareholders of record are entitled to appoint one or more proxies to
attend and vote at the General Meeting in their stead. If a shareholder of
record elects to appoint a proxy other than by using the enclosed proxy card (or
by Internet or telephone as provided in the instructions set forth in the
enclosed proxy card), the shareholder must deliver such proxy, together with a
power of attorney or other authority, on or before January 21, 2009. We strongly
encourage our shareholders to use the enclosed proxy card or to authorize the
voting of their shares over the Internet or by telephone as provided in the
instructions set forth in the enclosed proxy card.
Any shareholder giving a proxy may revoke it at any time before it is
exercised at the General Meeting by:
- Filing with our Secretary, in care of our principal U.S. subsidiary,
Amdocs, Inc. (at the address that appears on the last page of this Proxy
Statement), written notice of such revocation bearing a later date than
the proxy or a subsequent proxy relating to the same ordinary shares,
provided that such proxy or subsequent proxy shall be deposited at such
address at least 48 hours before the scheduled General Meeting or
adjournment thereof, as the case may be; or
- Attending the General Meeting and voting in person (although attendance
at the General Meeting will not in and of itself constitute revocation of
a proxy).
IMPORTANT
WHETHER OR NOT YOU ATTEND THE GENERAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF ORDINARY SHARES YOU OWN. IF YOU ARE THE RECORD HOLDER OF YOUR
ORDINARY SHARES, YOU CAN ALSO AUTHORIZE THE VOTING OF YOUR SHARES OVER THE
INTERNET OR BY TELEPHONE AS PROVIDED IN THE INSTRUCTIONS SET FORTH ON THE
ENCLOSED PROXY CARD. ORDINARY SHARES CAN BE VOTED AT THE GENERAL MEETING ONLY IF
THE HOLDER IS PRESENT OR REPRESENTED BY PROXY.
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PROPOSAL I
ELECTION OF DIRECTORS
Our Board of Directors is comprised of 13 directors, and, currently 12
individuals are serving as directors. As set forth below, the Board of Directors
has nominated 12 individuals as nominees for election as directors at the
General Meeting, all of whom are incumbent directors and one of whom was
appointed by our Board in July 2008. Each director elected at the General
Meeting will serve until the next annual general meeting of shareholders or
until his earlier resignation or removal or a successor is elected and
qualified.
Ordinary shares represented by proxies returned duly executed will be
voted, unless otherwise specified, in favor of the 12 nominees for the Board of
Directors named below. If any or all of such persons should be unable to serve,
the persons named in the enclosed proxy will vote the shares covered thereby for
such substitute nominee or nominees as the Board of Directors may select. The
Board of Directors has no reason to believe that any such nominee will be unable
or unwilling to serve.
Set forth below are the names and ages of the nominees for director, the
principal occupations of each nominee currently and for at least the past five
years, and the year in which he became a director of Amdocs.
NAME AGE
---- ---
Bruce K. Anderson 68 Mr. Anderson has been Chairman of the Board of
Directors of Amdocs since September 1997. Since August
1978, Mr. Anderson has been a general partner of Welsh,
Carson, Anderson & Stowe ("WCAS"), an investment firm
that specializes in the acquisition of companies in the
information and business services and health care
industries. Until September 2003, investment
partnerships affiliated with WCAS had been among our
largest shareholders. Mr. Anderson served for nine
years with Automated Data Processing, Inc. ("ADP")
until his resignation as Executive Vice President and a
director of ADP, and President of ADP International,
effective August 1978. Mr. Anderson serves on the board
of Alliance Data Systems, Inc., a publicly held company
that provides transaction, credit and marketing
services to large consumer based businesses.
Adrian Gardner 46 Mr. Gardner has been a director of Amdocs since April
1998 and is Chairman of the Audit Committee. Since
November 2007, Mr. Gardner has been Chief Financial
Officer of PA Consulting Group, a London-based business
consulting firm. From April until November 2007, Mr.
Gardner was a private investor. Mr. Gardner was Chief
Financial Officer of ProStrakan Group plc, a
pharmaceuticals company based in the United Kingdom and
listed on the London Stock Exchange, from 2002 until
April 2007 and a director from 2002 until June 2007.
Prior to joining ProStrakan, he was a Managing Director
of Lazard LLC, based in London, where he worked with
technology- and telecommunications-related companies.
Prior to joining Lazard in 1989, Mr. Gardner qualified
as a chartered accountant with Price Waterhouse (now
PricewaterhouseCoopers). Mr. Gardner is a member of the
Institute of Chartered Accountants in England & Wales.
Charles E. Foster 72 Mr. Foster has been a director of Amdocs since December
2001 and is Chairman of the Nominating and Corporate
Governance Committee. He was Chairman of the Board of
Prodigy Communications Corporation from June until
November 2001. From 1997 until 2001, Mr. Foster served
as Group President of SBC Communications Inc. ("SBC"),
where he was responsible, at various times, for
engineering, network, centralized services, marketing
and operations, information systems, procurement,
treasury, international operations, wireless services,
merger integration, real estate, yellow pages and cable
TV operations. In 2005, SBC acquired AT&T Corp. and
became AT&T Inc. AT&T, together with its affiliates,
holds 5.1% of our outstanding ordinary shares and is a
significant customer of ours. Mr. Foster serves as
trustee of the Southwest Foundation for Bio-Medical
Research, a non-profit research institute. Mr. Foster
is a member of the Texas Society of Professional
Engineers and a director of Morningside Ministries, a
non-profit operator of nursing homes in the San Antonio
area.
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NAME AGE
---- ---
James S. Kahan 61 Mr. Kahan has been a director of Amdocs since April
1998 and is Chairman of the Compensation Committee.
From 1983 until his June 2007 retirement, he worked at
SBC, which is now AT&T, and served as a Senior
Executive Vice President from 1992 until June 2007.
AT&T, together with its affiliates, holds 5.1% of our
outstanding ordinary shares and is a significant
customer of ours. Prior to joining AT&T, Mr. Kahan held
various positions at several telecommunications
companies, including Western Electric, Bell
Laboratories, South Central Bell and AT&T Corp.
Zohar Zisapel 59 Mr. Zisapel has been a director of Amdocs since July
2008 and is the Chairman of the Technology and
Innovation Committee. Mr. Zisapel co-founded RAD Data
Communications Ltd. and has been its chairman since
1982, a privately-held voice and data communications
company and part of the RAD Group, a family of
independent networking and telecommunications
companies. Mr. Zisapel also serves as chairman of
Ceragon Networks Ltd., RADVision Ltd. and RADCOM Ltd.,
each of which is a publicly-traded member of the RAD
Group, as well as on the boards of directors of several
privately-held companies. Mr. Zisapel previously
served as head of the electronics research and
development department in the Israeli Ministry of
Defense from 1978 until 1982 and as chairman of the
Israel Association of Electronic Industries from 1998
until 2001.
Dov Baharav 58 Mr. Baharav has been a director of Amdocs and the
President and Chief Executive Officer of Amdocs
Management Limited, our wholly-owned subsidiary, since
July 2002. Mr. Baharav has overall coordination
responsibilities for the operations and activities of
our operating subsidiaries. In 1991, Mr. Baharav joined
Amdocs Inc., our principal wholly-owned U.S.
subsidiary, serving as its Vice President and then
President in St. Louis, Missouri until 1995. From 1995
until July 2002, Mr. Baharav was a Senior Vice
President and the Chief Financial Officer of Amdocs
Management Limited. Prior to joining Amdocs, Mr.
Baharav served as Chief Operating Officer of Optrotech
Ltd., a publicly held company that develops,
manufactures and markets electro-optical devices.
Julian A. Brodsky 75 Mr. Brodsky has been a director of Amdocs since July
2003. Mr. Brodsky has served as a director and as Vice
Chairman of Comcast Corporation since 1989. From 1989
to May 2004, Mr. Brodsky was Chairman of Comcast
Interactive Capital, LP, a venture fund affiliated with
Comcast. He is a director of RBB Fund, Inc.
Eli Gelman 50 Mr. Gelman has been a director of Amdocs since 2002.
Since April 2007, Mr. Gelman has devoted his time to
charitable matters focused on youth education. He
served as Executive Vice President of Amdocs Management
Limited from 2002 until 2007 and our Chief Operating
Officer from October 2006 until April 2007. Prior to
October 2002, he was a Senior Vice President, where he
headed our U.S. sales and marketing operations and
helped spearhead our entry into the customer care and
billing systems market. Before that, Mr. Gelman was an
account manager for our major European and North
American installations, and has led several major
software development projects. Mr. Gelman has more
than 28 years of experience in the software industry,
including more than 20 years with Amdocs. Before
joining Amdocs, Mr. Gelman was involved in the
development of real-time software systems for
communications networks.
4
NAME AGE
---- ---
Nehemia Lemelbaum 66 Mr. Lemelbaum has been a director of Amdocs since
December 2001 and was a Senior Vice President of Amdocs
Management Limited from 1985 until January 2005. Since
2005, Mr. Lemelbaum has been a private investor. He
joined Amdocs in 1985, with initial responsibility for
U.S. operations. Mr. Lemelbaum led our development of
graphic products for the yellow pages industry and
later led our development of customer care and billing
systems, as well as our penetration into that market.
Prior to joining Amdocs, he served for nine years with
Contahal Ltd., a leading Israeli software company,
first as a senior consultant, and later as Managing
Director. From 1967 to 1976, Mr. Lemelbaum was employed
by the Ministry of Communications of Israel (the
organization that predated Bezeq, the Israel
Telecommunication Corp. Ltd.), with responsibility for
computer technology in the area of business data
processing.
John T. McLennan 63 Mr. McLennan has been a director of Amdocs since
November 1999. From May 2000 until June 2004, he served
as Vice-Chair and Chief Executive Officer of Allstream
(formerly AT&T Canada). Mr. McLennan founded and was
the President of Jenmark Consulting Inc. from 1997
until May 2000. From 1993 to 1997, Mr. McLennan served
as the President and Chief Executive Officer of Bell
Canada. Prior to that, he held various positions at
several telecommunications companies, including BCE
Mobile Communications and Cantel Inc. Mr. McLennan is
also a director of Air Canada Jazz, a publicly held
regional airline company, Emera Inc., a Canadian
publicly held energy services company, and Chairman of
Nova Scotia Power Inc., a wholly-owned subsidiary of
Emera.
Robert A. Minicucci 56 Mr. Minicucci has been a director of Amdocs since
September 1997. He has been a general partner of WCAS
since 1993. From 1992 to 1993, Mr. Minicucci served as
Senior Vice President and Chief Financial Officer of
First Data Corporation, a provider of information
processing and related services for credit card and
other payment transactions. From 1991 to 1992, he
served as Senior Vice President and Treasurer of the
American Express Company. He served for 12 years with
Lehman Brothers (and its predecessors) until his
resignation as a Managing Director in 1991. Mr.
Minicucci is also a director of Alliance Data Systems,
Inc., a publicly held company, and several private
companies.
Simon Olswang 65 Mr. Olswang has been a director of Amdocs since
November 2004. In 2002, Mr. Olswang retired as Chairman
of Olswang, a media and communication law firm in the
United Kingdom that he founded in 1981. He is a member
of the Advisory Board of Palamon Capital Partners LLP.
Mr. Olswang was a member of the Board of Directors of
The British Library until March 2008 and has served as
a non-executive director of a number of companies and
organizations, including Aegis Group plc, The Press
Association and the British Film Institute. Mr. Olswang
serves as Trustee of Langdon College of Further
(Special) Education in Salford, of which he is a co-
founder and trustee.
BOARD COMMITTEES
Our Board of Directors has formed five committees as described below.
Members of each committee are appointed by the Board of Directors.
Audit Committee. The Audit Committee reviews, acts on and reports to the
Board of Directors with respect to various auditing and accounting matters,
including the selection of our independent registered public accounting firm,
the scope of the annual audits, fees to be paid to our independent registered
public accounting firm, the performance of our independent registered public
accounting firm, and assists with the Board of Directors' oversight of our
accounting practices, financial statement integrity and compliance with legal
and regulatory requirements, including establishing and maintaining adequate
internal control over financial reporting. The current members of our Audit
Committee are Messrs. Gardner (Chair), Foster, McLennan and Olswang, all of whom
are
5
independent directors, as required by the rules of the NYSE, and pursuant to the
categorical director independence standards adopted by our Board of Directors.
The Board of Directors has determined that Mr. Gardner is an "audit committee
financial expert" as defined by rules promulgated by the U.S. Securities and
Exchange Commission, or the SEC, and that each member of the Audit Committee is
financially literate as required by the rules of the NYSE. The Audit Committee
written charter is attached to this Proxy Statement as Appendix A, and it is
available on our website at www.amdocs.com.
Nominating and Corporate Governance Committee. The Nominating and
Corporate Governance Committee identifies individuals qualified to become
members of our Board of Directors, recommends to the Board of Directors the
persons to be nominated for election as directors at the annual general meeting
of shareholders, develops and makes recommendations to the Board of Directors
regarding our corporate governance principles and oversees the evaluations of
our Board of Directors and our management. The current members of the Nominating
and Corporate Governance Committee are Messrs. Foster (Chair), Kahan, Brodsky
and Gardner. All of the members of the Nominating and Corporate Governance
Committee are independent directors, as required by the rules of the NYSE, and
pursuant to the categorical director independence standards adopted by our Board
of Directors. The Nominating and Corporate Governance Committee written charter
is available on our website at www.amdocs.com. The Nominating and Corporate
Governance Committee has approved corporate governance guidelines that are also
available on our website at www.amdocs.com.
Compensation Committee. The Compensation Committee discharges the
responsibilities of our Board of Directors relating to the compensation of the
Chief Executive Officer of Amdocs Management Limited and makes recommendations
to our Board of Directors with respect to the compensation of our other
executive officers. The current members of our Compensation Committee are
Messrs. Kahan (Chair), Anderson and Minicucci, all of whom are independent
directors, as required by the rules of the NYSE, and pursuant to the categorical
director independence standards adopted by our Board of Directors. The
Compensation Committee written charter is available on our website at
www.amdocs.com.
Executive Committee. The Executive Committee has such responsibilities as
may be delegated to it from time to time by the Board of Directors. The current
members of our Executive Committee are Messrs. Anderson (Chair), Baharav, Kahan,
Lemelbaum and Minicucci.
Technology and Innovation Committee. The Technology and Innovation
Committee was established to assist the Board of Directors in reviewing our
technological development, opportunities and innovation, in connection with our
current and future business and markets. The current members of our Technology
and Innovation Committee are Messrs. Zisapel (Chair), Anderson, Gelman and
Lemelbaum.
Our independent directors receive no compensation from us, except in
connection with their membership on the Board of Directors and its committees as
described below regarding Non-Employee Directors under "-- Compensation of
Directors".
BOARD AND COMMITTEE MEETINGS
During the past fiscal year, the Board of Directors held four meetings. In
addition, the Audit Committee held eight meetings, the Compensation Committee
held one meeting, the Nominating and Corporate Governance Committee held four
meetings, the Executive Committee held ten meetings and the Technology and
Innovation Committee held two meetings in the 2008 fiscal year. During fiscal
2008, each of our directors except one attended at least 75% of the aggregate of
the number of Board of Directors meetings and meetings held by all committees on
which he then served. During fiscal 2008, our directors who are not our
employees, which we refer to as Non-Employee Directors, held one meeting without
management present. Executive sessions of the Non-Employee Directors are
generally held in conjunction with regularly scheduled meetings of the Board of
Directors. At other times, such meetings may be held at the request of any Non-
Employee Director. The presiding director of each such executive session is
elected by the Non-Employee Directors who attend such executive session.
Shareholders and other interested parties may communicate directly with the
presiding directors or with the independent directors as a group as described
below under the heading "Communicating with the Independent Directors."
6
COMMUNICATING WITH THE INDEPENDENT DIRECTORS
The Board of Directors will give appropriate attention to written
communications that are submitted by shareholders and other interested parties,
and will respond if and as appropriate. The Chairman of the Board, with the
assistance of our corporate secretary, is primarily responsible for monitoring
communications from shareholders and other interested parties and for providing
copies or summaries to the directors as he considers appropriate.
Communications are forwarded to all directors if they relate to important
substantive matters and include suggestions or comments that our Chairman and
corporate secretary consider to be important for the directors to know. In
general, communications relating to corporate governance and long-term corporate
strategy are more likely to be forwarded than communications relating to
ordinary business affairs, personal grievances and matters as to which we tend
to receive repetitive or duplicative communications.
Shareholders who wish to send communications on any topic to the Board of
Directors or to our independent or presiding directors should address such
communications c/o Corporate Secretary, Amdocs Inc., 1390 Timberlake Manor
Parkway, Chesterfield, Missouri 63017.
SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES
We believe there are no significant ways that our corporate governance
practices differ from those followed by U.S. domestic issuers under the NYSE
listing standards.
DIRECTOR QUALIFICATION STANDARDS
Our Board of Directors has adopted a formal set of categorical independence
standards with respect to the determination of director independence.
In accordance with these standards and the rules of the NYSE, our Board of
Directors has determined that each of the following 10 of our current 12
directors has no material relationship with us and is therefore independent:
Messrs. Anderson, Gardner, Brodsky, Foster, Kahan, Lemelbaum, McLennan,
Minicucci, Olswang and Zisapel.
The full text of our categorical standards is attached to this Proxy
Statement as Appendix B.
CODE OF ETHICS AND BUSINESS CONDUCT
Our Board of Directors has adopted a Code of Ethics and Business Conduct
that sets forth legal and ethical standards of conduct for our directors and
employees, including executive officers, our subsidiaries and other business
entities controlled by us worldwide. The code is available on our website at
www.amdocs.com. We intend to post on our website all disclosures that are
required by law or NYSE rules concerning any amendments to, or waivers from, any
provision of the code.
COMPENSATION OF DIRECTORS
Our Non-Employee Directors receive compensation for their services as
directors in the form of cash and options to purchase ordinary shares. During
fiscal 2008, our compensation policy provided that each Non-Employee Director
receives an annual cash payment of $35,000, however, for fiscal 2009, our Board
of Directors has approved a reduction in this annual cash payment to $31,500.
Each member of our Audit and Executive Committees who is a Non-Employee Director
receives an annual cash payment of $10,000. In addition, the Chairman of the
Board of Directors receives an annual cash payment of $75,000, the Chairmen of
our Audit and Executive Committees each receive an annual cash payment of
$10,000 and the Chairman of our Compensation, Nominating and Corporate
Governance and Technology and Innovation Committees each receive an annual cash
payment of $5,000. Each Non-Employee Director receives $1,500 per meeting of the
Board of Directors and $1,000 per meeting of a committee of the Board of
Directors, except for members of our Audit Committee or Executive Committee, who
each receive $2,000 per meeting. Upon election or appointment to our Board of
Directors, each Non-Employee Director receives an initial option grant for the
purchase of 12,000 ordinary shares. Thereafter, each Non-Employee Director
receives an annual option grant for the purchase of 11,500 ordinary shares. All
option grants to our Non-Employee Directors vest as to one-quarter of the shares
immediately, with the remainder vesting
7
annually in three equal installments. The exercise price of all options granted
to our Non-Employee Directors is the market price of our shares on the last
trading day preceding the grant date. We reimburse all of our directors for
their reasonable travel expenses incurred in connection with attending Board or
committee meetings.
During the 2008 fiscal year, we granted to 12 Non-Employee Directors
options to purchase an aggregate of 150,500 ordinary shares at a weighted
average price of $34.40 per share, with vesting over three year terms.
It is proposed that each of the following 12 individuals be elected to
serve as a director of Amdocs Limited until the next annual general meeting of
shareholders or until his earlier resignation or removal or until his respective
successor is elected and qualified:
Bruce K. Anderson
Adrian Gardner
Charles E. Foster
James S. Kahan
Dov Baharav
Julian A. Brodsky
Eli Gelman
Nehemia Lemelbaum
John T. McLennan
Robert A. Minicucci
Simon Olswang
Zohar Zisapel
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders of a majority of our ordinary shares
represented in person or by proxy at the General Meeting is necessary for the
election of each director nominee named above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" EACH OF
THE DIRECTOR NOMINEES NAMED ABOVE.
8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth specified information with respect to the
beneficial ownership of our ordinary shares as of November 24, 2008 of (i) any
person known by us to be the beneficial owner of more than 5% of our ordinary
shares and (ii) all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and,
unless otherwise indicated, includes voting and investment power with respect to
all ordinary shares. All percentages are based on 203,615,917 ordinary shares
outstanding as of November 24, 2008. Except as noted below, each holder has sole
voting and investment power with respect to all shares listed as owned by that
holder. As of November 24, 2008, none of our directors or senior managers
beneficially owned 1% or more of our outstanding ordinary shares or will be able
to vote 1% or more of our outstanding ordinary shares at the General Meeting.
Information concerning shareholders other than AT&T and our directors and
executive officers is based on periodic public filings made by such shareholders
and may not necessarily be accurate as of November 24, 2008.
SHARES BENEFICIALLY
NAME OWNED PERCENTAGE OWNERSHIP
---- ------------------- --------------------
T. Rowe Price Associates, Inc.(1)............ 17,360,591 8.5
Janus Capital Management LLC(2).............. 16,389,277 8.0
J&W Seligman & Co. Incorporated(3)........... 11,740,656 5.8
Glenview Capital Management, LLC(4).......... 11,639,877 5.7
AT&T Inc.(5)................................. 10,364,698 5.1
All directors and executive officers as a
group (17 persons)(6)...................... 5,893,734 2.8
--------
(1) The address of T. Rowe Price Associates, Inc. ("T. Rowe Price") is 100 E.
Pratt Street, Baltimore, Maryland 21202. Based on a Schedule 13G filed by
T. Rowe Price with the SEC on February 12, 2008, as of December 31, 2007,
T. Rowe Price had sole voting power over 3,629,100 of our ordinary shares
and sole dispositive power over 17,360,591 of our ordinary shares.
(2) The address of Janus Capital Management LLC ("Janus") is 151 Detroit
Street, Denver, Colorado 80206. Based on a Schedule 13G filed by Janus
with the SEC on February 14, 2008, as of December 31, 2007, Janus Capital
has an indirect 86.5% ownership stake in Enhanced Investment Technologies
LLC ("INTECH") and an indirect 30% ownership stake in Perkins, Wolf,
McDonnell and Company, LLC ("Perkins Wolf"). Due to this ownership
structure, holdings for Janus, Perkins Wolf and INTECH are aggregated.
Janus, Perkins Wolf and INTECH are registered investment advisers, each
furnishing investment advice to various investment companies registered
under Section 8 of the Investment Company Act of 1940 and to individual
and institutional clients (collectively, the "Managed Portfolios"). As a
result of its role as investment adviser or sub-adviser to the Managed
Portfolios, Janus may be deemed to be the beneficial owner of 16,389,277
ordinary shares held by the Managed Portfolios. However, Janus does not
have the right to receive any dividends from, or the proceeds from the
sale of, the securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.
(3) The address of J&W Seligman & Co. Incorporated ("Seligman") is 100 Park
Avenue, New York, New York 10017. Based on a Schedule 13G filed by
Seligman with the SEC on January 28, 2008, as of December 31, 2007,
Seligman had shared voting power over 11,740,656 of our ordinary shares
and shared dispositive power over 11,740,656 of our ordinary shares.
William C. Morris, as the owner of a majority of the outstanding voting
securities of Seligman, may be deemed to beneficially own the shares
reported by Seligman.
(4) The address of Glenview Capital Management, LLC ("Glenview") is 767 Fifth
Avenue, 44th Floor, New York, New York 10153. Based on a Schedule 13G
filed by Glenview with the SEC on April 18, 2008, as of April 17, 2008,
Glenview had shared voting power and shared dispositive power over all of
these ordinary shares. Of these ordinary shares, 386,390 were held for
the account of Glenview Capital Partners, L.P., 6,377,229 were held for
the account of Glenview Capital Master Fund, Ltd., 2,595,536 were held
for the account of Glenview Institutional Partners, L.P., 694,616 were
held for the account of GCM Little Arbor Master Fund, Ltd., 120,812 were
held for the account of GCM Little Arbor Institutional Partners, L.P.,
747,059 were held for the account of Glenview Capital Opportunity Fund,
L.P., 686,270 were held for the account of Glenview Offshore Opportunity
9
Master Fund, Ltd., 8,545 were held for the account of GCM Little Arbor
Partners, L.P. and 23,420 were held for the account of GCM Opportunity
Fund, L.P. Lawrence M. Robbins, as the Chief Executive Officer of
Glenview, may be deemed to beneficially own the shares reported by
Glenview.
(5) The address of AT&T Inc. is 175 East Houston, San Antonio, Texas 78205.
Based upon information provided to us by AT&T, as of November 24, 2008,
AT&T beneficially owned 10,364,698 of our ordinary shares.
(6) Includes options held by such directors and executive officers that are
exercisable within 60 days after November 24, 2008.
AUDIT COMMITTEE MATTERS
Our management is responsible for the preparation of our financial
statements and for maintaining an adequate system of disclosure controls and
procedures and internal control over financial reporting for that purpose. Our
independent registered public accounting firm is responsible for conducting an
independent audit of our annual financial statements in accordance with
generally accepted accounting principles, as well as an independent audit of
management's assessment of our internal control over financial reporting, and
issuing reports on the results of their audits. The Audit Committee is
responsible for providing independent, objective oversight of these processes.
The Audit Committee has reviewed our audited financial statements for the
fiscal year ended September 30, 2008 and has discussed these financial
statements with our management and independent registered public accounting
firm.
The Audit Committee has also discussed with our independent registered
public accounting firm the matters required to be discussed by Statement on
Auditing Standards 61 (Communication with Audit Committees). SAS 61 (as codified
in AU Section 380 of the Codification of Statements on Auditing Standards)
requires our independent registered public accounting firm to discuss with our
Audit Committee, among other things, the following:
- methods to account for significant unusual transactions;
- the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;
- the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and
- disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.
Our independent registered public accounting firm also provided the Audit
Committee with the written disclosures and the letter required by the Public
Company Accounting Oversight Board (PCAOB) Ethics and Independence Rule 3526
(Rule 3526), Communication with Audit Committees Concerning Independence. PCAOB
Rule 3562 requires auditors annually to disclose in writing all relationships
that in the auditor's professional opinion may reasonably be thought to bear on
independence, confirm their perceived independence and engage in a discussion of
independence. The Audit Committee has discussed with the independent registered
public accounting firm its independence from us.
Based on its discussions with management and the independent registered
public accounting firm, and its review of the representations and information
provided by management and the independent registered public accounting firm,
the Audit Committee recommended to our Board of Directors that the audited
financial statements be included in our Annual Report on Form 20-F for the
fiscal year ended September 30, 2008.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted policies and procedures relating to the
pre-approval of all audit services to be provided to us, whether provided by our
principal auditor or other firms, and all other services to be provided to us by
our independent registered public accounting firm. These policies generally
provide that we will not engage its independent registered public accounting
firm to render audit or non-audit services unless the service is
10
specifically approved in advance by the Audit Committee or the engagement is
entered into pursuant to the pre-approval procedure described below.
From time to time, the Audit Committee may pre-approve specified types of
services that are expected to be provided to us by our independent registered
public accounting firm during the next 12 months. Any such pre-approval is
detailed as to the particular service or type of services to be provided and is
also generally subject to a maximum dollar amount.
11
PROPOSAL II
SPECIAL RESOLUTION AMENDING AND RESTATING THE COMPANY'S MEMORANDUM OF
INCORPORATION AND ARTICLES OF INCORPORATION
As a result of the changes in the corporate law of Guernsey, our Board of
Directors has unanimously approved a resolution, subject to shareholder
approval, amending our current Memorandum of Association (the "Existing MOI")
and our current Articles of Association (the "Existing Articles") and restating
the Memorandum of Incorporation (the "Amended MOI") and Articles of
Incorporation (the "Amended Articles") in their entirety. The Amended MOI and
Amended Articles are summarized below, and they are attached to this Proxy
Statement as Appendix C-1 and C-2, respectively, and the discussion below is
qualified in its entirety by reference to the Amended MOI and the Amended
Articles.
BACKGROUND
Amdocs Limited is organized under the laws of Guernsey in the Channel
Islands. Effective as of July 1, 2008, Guernsey adopted The Companies (Guernsey)
Law, 2008, which we refer to as the New Companies Law. Under the New Companies
Law, the term "Memorandum of Incorporation" is now used in place of the term
"Memorandum of Association," and the term "Articles of Incorporation" is now
used in place of the term "Articles of Association." Accordingly, we use these
terms interchangeably below.
Reasons for Amending the Existing MOI. A new unanimous shareholder
approval requirement enacted by the New Companies Law will effectively make it
impossible for us to implement amendments to certain provisions of our
Memorandum of Incorporation after January 1, 2010. Accordingly, to ensure that
we have the flexibility to pursue all current and future business objectives,
and in accordance with practice in Guernsey, our Board of Directors has deemed
it advisable that we simplify our Memorandum of Incorporation to include only
the minimum requirements under the New Companies Law.
Reasons for Amending the Existing Articles. As a result of new
requirements under the New Companies Law, and in connection with the adoption of
the Amended MOI, our Board of Directors has deemed it advisable that we amend
and restate the Existing Articles. The Amended Articles would enumerate various
powers of, and restrictions on, Amdocs Limited, as described below.
THE AMENDED MOI
Under the New Companies Law, we are required to have a Memorandum of
Incorporation that sets forth basic information about our company. Under prior
Guernsey law and until January 1, 2010 under the New Companies Law, certain
parts of a company's Memorandum of Association may be amended with the consent
of not less than 75% of the votes recorded at a general meeting of shareholders.
After January 1, 2010, under the New Companies Law, a company's Memorandum
of Incorporation may only be amended with the unanimous consent of the company's
shareholders. We believe that attaining unanimity among our shareholders -- and
therefore our ability to implement desirable or even necessary
amendments -- would be virtually impossible, which could in turn prevent Amdocs
from pursuing business objectives, even if they are overwhelmingly favored by
our shareholders. As a result, our Board of Directors has deemed it advisable to
simplify our Memorandum of Incorporation to the greatest extent possible in an
effort to minimize the need for future amendment.
Under prior Guernsey law, a Guernsey company was required to set out the
purposes, or objects, for which it was established in the company's Memorandum
of Incorporation, and if an object was not specified in a company's Memorandum
of Incorporation, it was not permissible for the company to undertake that
activity. However, under the New Companies Law, a Guernsey company is deemed to
have unlimited business purposes unless the company's Memorandum of
Incorporation states otherwise. As a result, under the New Companies Law, the
Existing MOI operates to limit our business purposes, rather than to expand them
as much as possible as was intended when it was adopted by our shareholders.
12
Accordingly, our Board of Directors has deemed it advisable to amend the
Existing MOI to eliminate any restrictions on the business purposes of Amdocs
Limited. Other provisions of the Amended MOI deal with certain administrative
matters and effect no material change from the Existing MOI.
THE AMENDED ARTICLES
Under the New Companies Law, we are required to have Articles of
Incorporation that set out the regulations for the conduct of the business and
affairs of our company. Set forth below are the significant changes to the
Existing Articles that will be effected by the adoption of the Amended Articles.
Business Purpose. Under the Amended Articles, the nature of the business
or purposes to be conducted or promoted by Amdocs would be to engage in any
lawful act or activity for which companies may be organized under Guernsey law.
The Amended Articles state that the Board of Directors will have all the powers
necessary for directing and supervising the management of our business and
affairs and delete the specification of powers contained in the Existing
Articles.
Authorized Capital. A Guernsey company may not issue shares unless
authority is granted to the board of directors by the company's shareholders,
and, if the company has more than one class of authorized shares, such authority
may be granted for no longer than five years. Accordingly, the Amended Articles
provide that our Board of Directors has the authority to issue shares for a
fixed period of up to five years, and this authorization will be required to be
renewed by our shareholders at least every five years in order for us to be
permitted to continue to issue shares. Subject to these limitations, the Amended
Articles would permit us, subject to our Board's authorization, to issue shares
with or without par value, and we would be authorized to issue up to 25,000,000
preferred shares (which is currently authorized by the Existing Articles) and up
to 700,000,000 ordinary shares (the current authorization is 550,000,000
ordinary shares), including voting and non-voting ordinary shares. As of
November 24, 2008, 203,615,917 ordinary shares were outstanding (net of treasury
shares) and no non-voting ordinary shares or preferred shares were outstanding.
Although our Board of Directors does not have any current plans to issue
the additional ordinary shares, it desires to have the shares available to
provide additional flexibility to use in the future for business and financial
purposes that our Board of Directors deems to be in Amdocs' best interest on a
timely basis without the expense and delay of a shareholders' meeting. The
additional shares may be used for any proper corporate purposes without further
shareholder approval. These purposes may include stock splits or stock
dividends, raising funds to meet our working capital or other needs, providing
equity incentives to employees, officers or directors, expanding our business
through acquisitions and other investment opportunities and other purposes.
The increase in the number of authorized ordinary shares will not affect
the requirement under the rules of the New York Stock Exchange for shareholder
approval for (i) any increase in the number of shares reserved under our Stock
Option and Incentive Plan and for any other equity compensation plan, (ii)
certain issuances to directors, officers and substantial shareholders or (iii)
subject to certain exceptions, an issuance involving voting power equal to or in
excess of 20% of the voting power outstanding before the issuance.
Subject to the authority to issues shares discussed above, the rights,
preferences and restrictions attaching to each class of the shares are the same
as currently provided in the Existing Articles.
Dividends. Under the Amended Articles, our Board of Directors would have
the authority to declare dividends, whether in cash or shares, without further
shareholder action. The New Companies Law applies a solvency test for the
ability of a Guernsey company to pay dividends or make other distributions on
its shares, including through share repurchases. After giving effect to any
proposed dividend or distribution, a Guernsey company's board of directors must
be able to conclude that the company will be able to pay its debts as they come
due and that the value of the company's remaining assets is greater than its
liabilities. It is our policy to retain earnings to finance the development of
our business. Our declaration or payment of any future dividends will be based
on conditions then existing, including our earnings, financial condition and
capital requirements, as well as other conditions we deem relevant. We maintain
a revolving credit facility, and its terms restrict, and the terms of any other
debt that we may incur could effectively limit, our ability to pay dividends.
13
Share Repurchases. Under the Amended Articles, Amdocs Limited would be
permitted to acquire directly its own shares, whether or not they are
redeemable, subject to solvency requirements. However, such power is subject to
shareholder approval, which must specify the maximum number of shares that may
be acquired, the maximum and minimum prices that may be paid and the expiration
date of the authority. As a result, in practice, and subject to solvency
requirements, we expect that we would continue to effect any future repurchases
of our ordinary shares through our subsidiaries, which are not subject to these
restrictions.
Transfer or Transmission of Shares. Under the Amended Articles, we would
not be limited in our ability to provide for the transfer of our shares pursuant
to an uncertificated system.
Directors. Under the Amended Articles, the number of our directors shall
be set by our Board of Directors from time to time, but shall not be less than
three, or more than 20.
Indemnification. In accordance with the New Companies Law, the Amended
Articles provide that our directors, officers and other agents will be
indemnified by us from and against all liabilities sustained in connection with
their performance of their duties as directors, officers or agents. However,
under the Amended Articles, we may not indemnify for certain excluded
liabilities, which are:
- fines imposed in criminal proceedings;
- regulatory fines;
- expenses incurred in defending criminal proceedings resulting in a
conviction;
- expenses incurred in defending civil proceedings brought by the company
or an affiliated company in which judgment is rendered against the
director; and
- expenses incurred in unsuccessfully seeking judicial relief from claims
of a breach of duty.
Although our directors may not be exempted from, or indemnified for,
liabilities to Amdocs Limited arising out of negligence, default, breach of duty
or breach of trust, liabilities to third parties (including to our shareholders)
arising out of negligence, default, breach of duty or breach of trust may be
indemnified by us and the Amended Articles expressly authorize us to purchase
insurance against such liabilities to us or to third parties for the benefit of
our directors, and we do maintain such insurance. In any event, judicial relief
is available for an officer charged with a neglect of duty if the court
determines that such person acted honestly and reasonably, having regard to all
the circumstances of the case.
Interested Transactions. Under the Existing Articles, our directors are
not prohibited from entering into transactions with Amdocs Limited, however, a
director must disclose any interest to our Board of Directors prior to entering
into the transaction. Under the New Companies Law, we are now permitted to void
a transaction between Amdocs Limited and a director at any time within three
months after the transaction has been disclosed to our Board of Directors,
unless the director's interest was previously disclosed to our Board of
Directors, the transaction is in the ordinary course of business on usual terms
and conditions, the transaction is ratified by our shareholders or we received
fair value from the transaction. Because the New Companies Law permits us to
choose among several approaches to interested transactions, each of which we
believe adequately protects the interests of Amdocs Limited and its
shareholders, the Amended Articles do not require a director to disclose an
interest to our Board of Directors prior to entering into a transaction,
although our code of Ethics and Business Conduct encourages prior disclosures of
conflicts of interest by directors, officers and employees.
Changes of Control. There are no provisions in the Amended MOI or Amended
Articles that would have the effect of delaying, deferring or preventing a
change in control of Amdocs Limited and that would operate only with respect to
a merger, acquisition or corporate restructuring involving Amdocs Limited or any
of its subsidiaries.
Other Provisions. The Amended Articles eliminate certain provisions of the
Existing Articles that are set forth in substantially the same terms in the New
Companies Law, including provisions dealing with transactions between a director
and us and the rights of shareholders to receive certificates for their shares.
The remaining provisions of the Amended Articles deal with various procedural or
similar matters, including share transfers, requirements for holding general
shareholder meetings and meetings of directors, the appointment and
qualification
14
of directors and inspection of records. The amended Articles do not effect any
significant changes in these provisions under the Existing Articles.
OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS APPROVE THE AMENDED
MOI AND AMENDED AOI BY VOTING IN FAVOR OF THIS SPECIAL RESOLUTION.
It is proposed that the following special resolution be adopted at the
General Meeting:
"RESOLVED, that the current Memorandum of Association and Articles of
Association of Amdocs Limited be, and they hereby are, amended and restated in
their entirety and that the Memorandum of Incorporation and the Articles of
Incorporation, as attached to Amdocs Limited's proxy statement as Appendix C-1
and C-2, respectively, be, and they hereby are, adopted as the Company's
Memorandum of Incorporation and Articles of Incorporation respectively."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of not less than 75% of the votes recorded at the
General Meeting is necessary for the approval of this special resolution. If
this special resolution is not approved by our shareholders, then the Existing
MOI and the Existing Articles would continue in effect. In such an event,
certain provisions of the Existing MOI and Existing Articles may not comply with
the New Companies Law at the end of the transitional period under the law on
January 1, 2010. We would then be required to seek shareholder approval again
for changes to our charter documents.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE SPECIAL RESOLUTION AMENDING AND RESTATING THE COMPANY'S
MEMORANDUM OF INCORPORATION AND ARTICLES OF INCORPORATION (ATTACHED TO THIS
PROXY STATEMENT AS APPENDIX C-1 AND C-2, RESPECTIVELY).
15
PROPOSAL III
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008
Our Annual Report for the fiscal year ended September 30, 2008 will be
available on our website at
http://dox.client.shareholder.com. Our Consolidated Financial Statements for the
fiscal year ended September 30, 2008 are included in our Annual Report. At the
General Meeting, we will review the Operating and Financial Review and Prospects
section of our Annual Report and will answer appropriate questions related
thereto.
It is proposed that the following ordinary resolution be adopted at the
General Meeting:
"RESOLVED, that the Consolidated Financial Statements of Amdocs Limited for
the fiscal year ended September 30, 2008 be, and the same hereby are, approved."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders of a majority of the ordinary shares
represented in person or by proxy at the General Meeting is necessary for the
approval of the ordinary resolution to approve the Consolidated Financial
Statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS.
16
PROPOSAL IV
RATIFICATION AND APPROVAL OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected the firm of
Ernst & Young LLP to continue to serve as our independent registered public
accounting firm for the fiscal year ending September 30, 2009 and until the next
annual general meeting, and the Audit Committee recommends to the shareholders
that they (i) ratify and approve such selection, and (ii) authorize the Audit
Committee of the Board of Directors to fix the remuneration of such registered
public accounting firm. Ernst & Young LLP audited Amdocs' books and accounts for
the fiscal year ended September 30, 2008 and has served as our independent
public accounting firm since 1996. One or more representatives of Ernst & Young
LLP are expected to be present at the General Meeting, will have an opportunity
to make a statement if he or she so desires and will be available to respond to
appropriate questions.
INDEPENDENT ACCOUNTANT FEES AND OTHER MATTERS
The following table summarizes the fees of Ernst & Young LLP, our
independent registered public accounting firm, billed to us for each of the last
two fiscal years for audit services and billed to us in each of the last two
fiscal years for other services:
FEE CATEGORY 2008 2007
------------ ---------- ----------
Audit Fees(1)........................................ $3,800,000 $3,600,000
Audit-Related Fees(2)................................ $1,000,000 $ 700,000
Tax Fees(3).......................................... $1,600,000 $1,900,000
--------
(1) Audit fees consist of fees associated with the annual audit and reviews
of our quarterly financial results submitted on Form 6-K, consultations
on various accounting issues and performance of local statutory audits.
(2) Audit-related services principally include due diligence examinations and
SAS 70 report issuances.
(3) Tax fees consist of fees associated with tax compliance, tax advice and
tax planning services.
It is proposed that the following ordinary resolution be adopted at the
General Meeting:
"RESOLVED, that (i) the appointment of Ernst & Young LLP as Amdocs
Limited's independent registered public accounting firm for the fiscal year
ending September 30, 2009 and until Amdocs Limited's next annual general meeting
be, and it hereby is, ratified and approved, and (ii) the Audit Committee of the
Board of Directors be, and it hereby is, authorized to fix the remuneration of
such independent registered public accounting firm in accordance with the nature
and extent of its services."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders of a majority of the ordinary shares
represented in person or by proxy at the General Meeting is necessary for the
approval of the ordinary resolution to ratify and approve the appointment of
Ernst & Young LLP and the authorization of the Audit Committee of the Board of
Directors to fix its remuneration.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND THE BOARD OF DIRECTORS
RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION AND APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND THE AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE
REMUNERATION OF ERNST & YOUNG LLP.
17
MISCELLANEOUS
OTHER MATTERS
Our management knows of no other business to be transacted at the General
Meeting; but, if any other matters are properly presented to the General
Meeting, the persons named in the enclosed form of proxy will vote upon such
matters in accordance with their reasonable discretion.
ANNUAL REPORT ON FORM 20-F
Once filed with the SEC, we will promptly provide without charge, at the
written request of any shareholder, a copy of our Annual Report on Form 20-F,
including our audited financial statements, financial statement schedules and
exhibits, as filed with the SEC. Our Annual Report on Form 20-F will also be
accessible to the general public via the Internet at the SEC's web site located
at http://www.sec.gov as well as on our website at www.amdocs.com. Requests for
copies of our Annual Report on Form 20-F should be mailed to our principal U.S.
subsidiary at:
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Fax: (314) 212-8358
E-mail: dox_info@amdocs.com
Attention: Mr. Thomas G. O'Brien
Secretary and Treasurer of Amdocs Limited
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by Amdocs, including
expenses in connection with preparing and mailing this Proxy Statement. In
addition to solicitation of proxies by mail, our directors, officers and
employees (who will receive no additional compensation therefor) have solicited
the return of proxies by Internet and telephone and may solicit the return of
proxies by facsimile or personal interview. In addition, we have retained
American Stock Transfer & Trust Company and W.F. Doring & Co. to assist in the
solicitation of proxies. We will also reimburse brokerage houses and other
custodians, nominees and fiduciaries for their expenses in accordance with the
regulations of the NYSE concerning the sending of proxies and proxy materials to
the beneficial owners of our ordinary shares.
BY ORDER OF THE BOARD OF DIRECTORS
-s- Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary and Treasurer
December 11, 2008
18
APPENDIX A
AMDOCS LIMITED
AUDIT COMMITTEE CHARTER
A. PURPOSE
The Audit Committee of Amdocs Limited (the "Company") is a standing
committee of the Board of Directors. The primary objective of the Audit
Committee is to assist the Board of Directors' oversight of: the Company's
accounting practices; the integrity of the Company's financial statements; the
Company's compliance with legal and regulatory requirements; the qualifications,
independence, and performance of the Company's registered public accounting firm
(the "independent auditor"); and the internal audit function.
B. MEMBERSHIP, STRUCTURE, AND ADMINISTRATION
1. SIZE AND MEMBER QUALIFICATIONS -- The Audit Committee shall consist of
at least three members of the Board of Directors, all of whom shall be
independent of management and the Company and shall satisfy the independence
requirements as defined, by the applicable rules of the New York Stock Exchange
(NYSE) and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934. Each member
of the Audit Committee shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment, or must become
financially literate within a reasonable period of time after his or her
appointment to the Audit Committee. At least one member of the Audit Committee
shall be an "audit committee financial expert" (as defined by applicable SEC
rules) as determined by the business judgment of the Board of Directors.
2. BOARD OF DIRECTORS AUTHORITY -- Members of the Audit Committee shall be
appointed by the Board of Directors. The Audit Committee shall report regularly
to the Board of Directors. Unless otherwise determined by the Board of
Directors, no member of the Audit Committee may serve on the audit committee of
more than two other public companies. The Board of Directors may remove members
of the Audit Committee from such committee with or without cause.
3. CHAIR -- Unless the Board of Directors elects a Chair of the Audit
Committee, the Audit Committee shall elect one by majority vote.
4. COMPENSATION -- The compensation of the Audit Committee members shall be
as determined by the Board of Directors. No member of the Audit Committee may
receive, directly or indirectly, any compensation from the Company other than
director's fees (in cash and/or company shares or options or in-kind
consideration).
5. MEETINGS -- The Audit Committee shall meet on a schedule and in a manner
the Audit Committee shall establish. The Audit Committee may also act by
unanimous written consent in lieu of a meeting. Periodically, the Audit
Committee shall meet separately with: the independent auditor, members of the
Company's management, and the Company's internal auditor. A special meeting may
be called on not less than 24 hours notice, at any time by the Chairman. The
Audit Committee shall keep such records of its meetings, as it shall deem
appropriate.
6. SUBCOMMITTEES -- The Audit Committee may form and delegate authority to
one or more subcommittees as it deems appropriate from time to time under the
circumstances.
7. AUTHORITY -- The Audit Committee shall maintain unrestricted
communication with the independent auditors, the Company's internal audit
function personnel, counsel and financial management to assure that each
understands and accepts its responsibilities for direct communication with the
Audit Committee as appropriate. The Audit Committee shall have full access to
the books and records of the Company, as well as, full access to interview
employees, if necessary. The Chairman of the Audit Committee shall have the
authority to direct the Company's internal audit function to carry out such
special audit projects as, in the Chairman's judgment, are warranted.
8. PERFORMANCE AND CHARTER EVALUATIONS -- The Audit Committee shall
maintain this Audit Committee Charter and obtain the approval of the Board of
Directors for all revisions or changes to the Charter. The Audit Committee shall
review and reassess the Charter as conditions dictate or at least annually.
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C. RESPONSIBILITIES AND DUTIES
1. GENERAL -- The Audit Committee shall discharge its responsibilities and
shall assess the information provided by the Company's management, the internal
auditor and the independent auditors, in accordance with its business judgment.
Management is responsible for the preparation, presentation, and integrity of
the Company's financial statements, for the appropriateness of the accounting
principles and the reporting policies that are used by the Company and for
establishing and maintaining adequate internal control over financial reporting.
The independent auditors are responsible for auditing the Company's financial
statements and the Company's internal control over financial reporting and for
reviewing the Company's unaudited interim financial statements. The authority
and responsibilities set forth in this Charter do not reflect or create any duty
or obligation of the Audit Committee to plan or conduct any audit, to determine
or certify that the Company's financial statements are complete, accurate,
fairly presented, or in accordance with generally accepted accounting principles
or applicable law, or to guarantee the independent auditor's report.
2. OVERSIGHT OF INDEPENDENT AUDITORS
a. Selection and Reporting -- The Audit Committee shall be directly
responsible for appointing, evaluating and, when necessary, terminating the
independent auditors. The Audit Committee is also directly responsible for
oversight of the independent auditor's work, including the resolution of
disagreements between Company management and the independent auditors regarding
financial reporting. The independent auditors shall report directly to the Audit
Committee.
b. Compensation -- The Audit Committee shall take direct responsibility for
setting compensation of the independent auditors. The Audit Committee is
empowered, without further action by the Board of Directors, to cause the
Company to pay the compensation of the independent auditor established by the
Audit Committee.
c. Independence -- On a periodic but no less frequently than annual basis,
the Audit Committee shall obtain from the independent auditors a formal written
statement delineating all their relationships with the Company or professional
services that may impact their objectivity and independence, including those
required to be disclosed by the Independence Standards Board's Standard No. 1.
In addition, the Audit Committee shall review with the independent auditors the
nature and scope of any disclosed relationships or professional services and any
appropriate actions necessary to ensure the continuing independence of the
auditors.
d. Quality-Control Report -- At least annually, the Audit Committee shall
obtain and review a report by the independent auditors describing:
- the internal quality-control procedures at the independent auditor's
firm; and
- any material issues raised by the most recent internal quality-control
review, or peer review, of the independent auditor's firm, or by any
inquiry or investigation by any governmental or professional authorities,
within the preceding five years, relating to one or more independent
audits carried out by the independent auditor's firm, and any steps taken
to deal with any such issues.
e. Pre-approval of Services -- The Audit Committee shall pre-approve all
audit services to be provided to the Company, whether provided by the principal
auditor or other firms, and all other services (review, attest and non-audit) to
be provided to the Company by the independent auditor; provided, however, that
de minimis non-audit services may instead be approved in accordance with
applicable NYSE and SEC rules. The Audit Committee shall cause the Company to
disclose compliance with any applicable disclosure requirements regarding
approval by the Audit Committee of any non-audit services to be performed by the
independent auditor. Any decision of a subcommittee to pre-approve audit or non-
audit services shall be presented to the full Audit Committee at its next
scheduled meeting.
f. Review Scope of Services -- The Audit Committee shall meet with the
independent auditors and financial management of the Company to review the scope
of the proposed audit and quarterly reviews for the current year and the
procedures to be utilized. This review should include an evaluation of the
adequacy of the auditor's staffing and compensation.
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g. Discussion of Independent Auditors' Comments and Recommendations -- The
Audit Committee shall meet with the independent auditors to review their
comments and recommendations with respect to:
- internal accounting controls;
- audit difficulties, including restrictions on the scope of the
independent auditors' activities or access to requested information or
significant disagreements with management;
- analyses prepared by management and/or the independent auditor setting
forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods;
- the effect of regulatory and accounting initiatives, as well as off
balance sheet structures; and
- other matters relating to the accounting procedures and records of the
Company.
The Audit Committee shall also review with the independent auditors the
consideration given by management to such and any corrective action taken by
management with respect thereto.
h. Interim Financial Information -- The Audit Committee shall direct the
independent auditor to use its best efforts to perform all reviews of interim
financial information prior to disclosure by the Company of such information and
to discuss promptly with the Audit Committee and the CFO any matters identified
in connection with the auditor's review of interim financial information which
are required to be discussed by applicable auditing standards.
3. REVIEW OF FINANCIAL DATA AND DISCLOSURES
a. Review of Quarterly Reviewed and Annual Audited Financial Data -- The
Audit Committee shall meet to review and discuss the financial data in the
quarterly financial statements and annual report, including the Company's
specific disclosures under "Operating and Financial Review and Prospects"; any
accompanying opinions of the independent auditors; and matters required to be
discussed by applicable auditing standards with financial management and the
independent auditors and report thereon to the Board of Directors prior to the
release, by public filing or other public disclosure, of earnings.
b. Review of Auditor Reports -- The Audit Committee shall review and
evaluate reports required to be made by the independent auditor pursuant to
critical accounting policies and practices; alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with Company management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditor; and other material written correspondence between Company management
and the independent auditor, such as a management letter or schedule of
unadjusted differences.
c. Review of Earnings Release and Other Financial Information -- The Audit
Committee shall discuss generally the type and presentation of information to be
disclosed in the Company's earnings press releases, as well as in financial
information and earnings guidance provided to analysts, rating agencies and
others.
4. REVIEW OF INTERNAL REPORTS AND PROCESSES
a. Review of Internal Audit Function -- The Audit Committee shall review
and evaluate the activities and recommendations of the Company's internal audit
function and the responses of the Company to such recommendations, including the
independence and authority of the function. The Audit Committee is responsible
to review the scope of the internal audit function, as well as, its staffing and
compensation.
b. Oversight of Company's Internal Control Processes -- The Audit Committee
shall coordinate the Board of Director's oversight of the Company's significant
internal control processes, including the process of preparing the interim and
annual financial results; disclosure controls and procedures; internal audit
function; and code of business conduct and ethics. The Audit Committee shall
receive and review the reports of the CEO and CFO required by Rule 13a-14 of the
Securities Exchange Act of 1934.
c. Succession Planning Process -- The Audit Committee shall review and
evaluate the performance and the succession planning process for the Company's
finance and accounting personnel.
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d. Procedure for Complaints -- The Audit Committee shall establish
procedures to provide for (i) receiving, tracking, retaining and treating
complaints received by the Company regarding employee reports of conflicts in
interest; unethical or illegal activities; or accounting, accounting controls,
auditing matters and (ii) the confidential, anonymous submission by employees of
the Company of concerns regarding such matters. The Audit Committee shall
establish procedures for the reporting of such matters, when significant, to the
Board of Directors.
e. Discussion with Company Counsel -- The Audit Committee shall review
periodically legal, environmental, code of ethics, and related matters with the
Company's counsel.
f. Hiring Policies -- The Audit Committee shall establish policies
regarding the hiring of employees or former employees of the Company's
independent auditors.
g. Risk Management -- The Audit Committee shall discuss the Company's
policies with respect to risk assessment and risk management, including
guidelines and policies to govern the process by which the Company's exposure to
risk is handled. The Audit Committee should also discuss the Company's major
financial risk exposures and steps taken by management to monitor and control
such exposures.
h. Related Party Transactions -- The Audit Committee shall review and
approve the Company's policies and procedures for reviewing and approving
related party transactions (i.e., transactions within the scope of Item 7.B. of
Form 20-F), and, to the extent no other policy or procedure applies to a
particular proposed related party transaction, the Audit Committee shall have
the authority to review and approve such transaction.
5. ADMINISTRATION
a. Audit Committee Independence -- The Audit Committee shall make inquiry
of each member of the Audit Committee to confirm compliance with independence
requirements as defined by Section 301 of the Sarbanes-Oxley Act of 2002 to the
extent applicable to the Company.
b. Outside Consultants -- The Audit Committee shall retain independent
counsel or consultants if necessary to carry out responsibilities. The Audit
Committee is empowered, without further action by the Board of Directors, to
cause the Company to pay the compensation of such advisors.
c. Administrative Expenses -- The Audit Committee is empowered, without
further action by the Board of Directors, to cause the Company to pay the
ordinary administrative expenses of the Audit Committee that are necessary or
appropriate to carry out its duties.
d. Report to Board of Directors -- The Audit Committee shall report, no
less frequently than annually or more frequently as circumstances require, to
the Board of Directors concerning the Audit Committee's actions since the
previous report and the Audit Committee's agenda for the ensuing year, which
report shall contain recommendations as appropriate.
e. Audit Committee Report -- The Audit Committee shall prepare an annual
committee report as necessary or appropriate under the rules and regulations of
the SEC.
f. Written Affirmation to the NYSE -- On an annual basis, no later than one
month after the Annual Meeting of Stockholders, and after each change in the
composition of the Audit Committee, the Audit Committee shall direct the Company
to prepare and provide to the NYSE such written confirmations regarding the
membership and operation of the Audit Committee as the NYSE rules require.
g. Annual Self-Evaluation -- At least annually, the Audit Committee shall
evaluate its own performance.
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6. OTHER RESPONSIBILITIES
a. Review of Other Outside Reports -- The Audit Committee shall review
reports received from regulators and other legal and regulatory matters that
have been brought to the attention of the Audit Committee and that may have a
material effect on the financial statements or related company compliance
policies.
b. Other investigations -- The Audit Committee shall conduct or authorize
investigations into any matter brought to the Audit Committee's attention within
the scope of its duties, including anything as may be referred to the Audit
Committee by the Board of Directors.
c. Other Matters -- The Audit Committee shall consider such other matters
in relation to the financial affairs of the Company as the Audit Committee may,
in its discretion, determine to be advisable.
d. Additional Powers -- The Audit Committee shall have such other duties as
may be delegated from time to time by the Board of Directors.
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APPENDIX B
CATEGORICAL STANDARDS
In addition to applying the requirements under the NYSE rules, the Board
has adopted guidelines to assist it in determining whether a director has a
"material relationship" with the Company. Under these guidelines, a director
will be considered to have a material relationship with the Company if during
the last three years prior to the independency determination date:
- Charitable Contributions. The director, or an immediate family member of
the director, has served as an executive officer of a charitable
organization that receives payments from the Company in an amount which,
in any single fiscal year since the determination date, exceeds the
greater of $1,000,000, or 2% of such charitable organization consolidated
gross revenues as reported in its last completed fiscal year;
- Indebtedness. The director or an immediate family member of the director
has served, as an executive officer of another company which was indebted
to the Company, or to which the Company was indebted, at the time the
director was serving as an executive officer, where the total amount of
either company's indebtedness to the other in any single fiscal year
since the determination date exceeds five percent (5%) of such company's
consolidated gross revenues as reported in its last completed fiscal
year;
For purposes of the above standards: (i) "COMPANY" includes Amdocs Limited
and any parent or subsidiary that would be required under U.S. generally
accepted accounting principles to prepare financial statements on a consolidated
basis; and (ii) "IMMEDIATE FAMILY MEMBER" includes a person's spouse, parents,
children, siblings, mothers and fathers-in-law, sons and daughters-in-law,
brothers and sisters-in-law, and anyone (other than domestic employees) who
shares such person's home, other than individuals who are no longer immediate
family members as a result of legal separation or divorce, or those who have
died or become incapacitated.
B-1
APPENDIX C-1
THE COMPANIES (GUERNSEY) LAW, 2008
COMPANY LIMITED BY SHARES
MEMORANDUM OF INCORPORATION
OF
AMDOCS LIMITED
1. The name of the Company is Amdocs Limited.
2. The Registered Office of the Company will be situate in Guernsey.
3. The Company is a non-cellular company.
4. The liability of Members is limited to the amount (if any) for the time
being remaining unpaid on the shares held by them respectively.
5. The objects and powers of the Company are not restricted.
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APPENDIX C-2
THE COMPANIES (GUERNSEY) LAW, 2008
AS AMENDED
COMPANY LIMITED BY SHARES
ARTICLES OF INCORPORATION
OF
AMDOCS LIMITED
1. STANDARD ARTICLES................................................ C-2-2
2. INTERPRETATION................................................... C-2-2
3. AMENDMENTS....................................................... C-2-3
4. BUSINESS......................................................... C-2-3
5. SHARES........................................................... C-2-3
9. PREFERRED SHARES................................................. C-2-4
10. ORDINARY SHARES AND NON-VOTING ORDINARY SHARES................... C-2-6
11. VARIATION OF CLASS RIGHTS........................................ C-2-7
12. REGISTERED OWNERS................................................ C-2-7
13. REGISTER OF MEMBERS.............................................. C-2-7
14. TRANSFER AND TRANSMISSION OF SHARES.............................. C-2-8
18. UNTRACED SHAREHOLDERS............................................ C-2-8
19. ALTERATION OF CAPITAL............................................ C-2-8
22. GENERAL MEETINGS................................................. C-2-9
25. NOTICE OF GENERAL MEETINGS....................................... C-2-9
32. PROCEEDINGS AT GENERAL MEETINGS.................................. C-2-11
42. VOTES OF MEMBERS................................................. C-2-12
48. PROXIES.......................................................... C-2-13
56. WRITTEN RESOLUTIONS.............................................. C-2-13
63. NUMBER, APPOINTMENT AND QUALIFICATION OF DIRECTORS............... C-2-14
71. REMUNERATION OF DIRECTORS........................................ C-2-15
72. INDEMNITIES...................................................... C-2-15
73. MANAGEMENT OF THE COMPANY........................................ C-2-16
78. DISQUALIFICATION OF DIRECTORS.................................... C-2-17
80. PROCEEDINGS OF DIRECTORS......................................... C-2-17
91. EXECUTIVE DIRECTORS.............................................. C-2-18
92. DIVIDENDS........................................................ C-2-19
102. RESERVES......................................................... C-2-19
103. CAPITALISATION OF PROFITS........................................ C-2-19
105. NOTICES.......................................................... C-2-20
110. WINDING UP....................................................... C-2-20
112. INSPECTION OF REGISTERS AND OTHER RECORDS........................ C-2-21
C-2-1
THE COMPANIES (GUERNSEY) LAW, 2008
COMPANY LIMITED BY SHARES
ARTICLES OF INCORPORATION
OF
AMDOCS LIMITED
1. STANDARD ARTICLES
The standard Articles prescribed pursuant to Section 16(2) of the Law shall
be excluded in their entirety.
2. INTERPRETATION
In these Articles the following words shall bear the following meanings if
not inconsistent with the subject or context:-
WORDS MEANINGS
----- --------------------------------------
"Affiliate"........................... means, with respect to a specified
person, another person that directly,
or indirectly through one or more
intermediaries, controls or is
controlled by or is under common
control with the person specified. As
used herein, control means the
possession, directly or indirectly, of
the power to direct or cause the
direction of the management or
policies of a person, whether through
the ability to exercise voting power,
by contract or otherwise.
"Articles"............................ these Articles of Incorporation as now
framed and at any time altered.
"at any time"......................... at any time or times and includes for
the time being and from time to time.
"Board"............................... the Directors at any time or the
Directors present at a duly convened
meeting at which a quorum is present.
"clear days".......................... in relation to the period of notice
means that period excluding the day
when notice is given or deemed to be
given and the day for which it is
given or on which it is to take
effect.
"Directors"........................... the directors of the Company from time
to time or, as the case may be, the
directors assembled as a board.
"Law"................................. The Companies (Guernsey) Law, 2008 as
amended extended or replaced and any
Ordinance statutory instrument or
regulation made thereunder.
"Member".............................. includes registered holder of a share
and vice versa and any person entitled
thereto on death, disability or
insolvency of a member.
"Memorandum".......................... the Memorandum of Incorporation of the
Company.
"Month" or "month".................... calendar month.
"Office".............................. the registered office at any time of
the Company.
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WORDS MEANINGS
----- --------------------------------------
"ordinary resolution"................. a resolution of the Company in general
meeting passed by a simple majority of
the votes of the Members entitled to
vote and voting in person or by
attorney or by proxy at the meeting.
"Proxy"............................... includes attorney in fact.
"Register"............................ the Register of Members kept pursuant
to the Law.
"Secretary"........................... any person designated by the Board as
such.
"special resolution".................. a resolution of the Company in general
meeting passed by a majority of three-
fourths of the votes of the Members
entitled to vote and voting in person
or by attorney or by proxy at the
meeting.
Any reference to a share shall, where the Board has resolved to allot and
issue fractions of shares, include such fractions and save where these Articles
otherwise provide, a fraction of a share shall rank pari passu and
proportionately with a whole share of the same class.
The singular includes the plural and vice versa.
The masculine includes the feminine.
Words importing persons include corporations.
Expressions referring to writing include any mode of representing or
reproducing words.
Subject to the above, any words defined in the Law shall, if not
inconsistent with the subject or context, bear the same meaning in these
Articles.
In the event of any conflict between these Articles and the mandatory
provisions of the Law, the latter shall prevail.
Where a Section of the Law is referred to and that Section is amended or
renumbered or supplemented, then the reference shall be deemed to refer to the
same Section as amended, renumbered or supplemented.
3. AMENDMENTS
The Company's Memorandum and Articles of Incorporation may be amended in
accordance with Part IV of the Law.
4. BUSINESS
The nature of the business or purposes to be conducted or promoted by the
Company is to engage in any lawful act or activity for which companies may be
organised under the Law. Any branch or kind of business which, by the Memorandum
or by these Articles, is, either expressly or impliedly, authorised to be
undertaken may be undertaken or suspended at any time by the Board.
5. SHARES
(1) The Company may issue shares with a par value and shares of no par
value.
(2) At the date of adoption of these Articles, the share capital of the
Company is 25,000,000 preferred shares ("Preferred Shares") and
700,000,000 ordinary shares, including voting ordinary shares
("Ordinary Shares") and non-voting ordinary shares ("non-voting
Ordinary Shares").
(3) The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of the
Preferred Shares, Ordinary Shares and non-voting Ordinary Shares of the
Company are set out in Articles 9 and 10 below. Unless the Company
shall have resolved otherwise, any new shares shall be of such class
and amount and have such preference or priority as regards dividends or
C-2-3
in the distribution of assets or as to voting or otherwise over any
other shares of any class, whether then issued or not, or be subject to
such stipulations deferring them to any other shares with regard to
dividends or in the distribution of the assets as the Board may
determine.
(4) Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, and subject to
Article 5(2), the Board may issue up to 700,000,000 ordinary shares and
25,000,000 Preferred Shares which may be issued as the Board may
determine to the fullest extent permitted by Sections 292 and 293 of
the Law and, to the extent that the time limit imposed by Section
292(3)(b)(i) remains legally applicable, such authority shall expire
five (5) years after the date of adoption of these Articles or such
later date as may be legally permissible. This authority may be further
extended in accordance with the provisions of the Law.
6. Subject to the provisions of the Law and these Articles:-
(a) any shares may with the sanction of the Board be issued on terms that
they are, or at the option of the Company or the holder are, liable to
be redeemed on such terms and in such manner as the Board may
determine;
(b) the Company may, at the discretion of the Board, purchase any of its
own shares, whether or not they are redeemable, and may pay the
repurchase price in respect of such purchase to the fullest extent
permitted by the Law;
(c) the Company and any of its subsidiary companies may, at the discretion
of the Board, give financial assistance directly or indirectly for the
purpose of or in connection with the acquisition of shares in the
Company or in connection with reducing or discharging any liability
incurred in connection with the purchase of shares in the Company;
(d) shares repurchased by the Company may be held as treasury shares and
dealt with by the Directors to the fullest extent permitted by the Law;
and
(e) fractions of shares may be issued or purchased by the Company.
7. Subject to the authority conferred by Article 5 or any extension thereof,
the unissued shares shall be at the disposal of the Board which may allot,
grant options over or otherwise dispose of them to such persons on such
terms and conditions and at such times as the Board determines but so that
no share shall be issued at a discount to its par value except in accordance
with the Law and so that the amount payable on application on each share
shall be fixed by the Board.
8. The Company may pay commission in money or shares to any person in
consideration of his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any shares in the Company or procuring or
agreeing to procure subscriptions, whether absolute or conditional, for any
shares in the Company provided that the rate or amount of commission shall
be fixed by the Board and disclosed in accordance with the Law. The Company
may also pay brokerage charges.
9. PREFERRED SHARES
(1) Issue
The Preferred Shares may be issued from time to time in one or more series
of any number of shares, provided that the aggregate number of shares issued and
not cancelled of any and all such series shall not exceed the total number of
shares of Preferred Shares hereinabove authorised.
(2) Directors' Authorisation to Issue Preferred Shares
Subject always to sub-Article 5(4), authority is hereby vested in the
Directors from time to time to authorise the issue of one or more series of
Preferred Shares and, in connection with the creation of such series, to fix by
resolution or resolutions providing for the issue of shares thereof the
designations, powers, preferences and relative,
C-2-4
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of such series in respect of the matters
set forth as follows:-
(a) The maximum number of shares to constitute such series and the
distinctive designation thereof and the stated value thereof if
different than the par value thereof;
(b) Whether the shares of such series shall have voting rights, in
addition to any voting rights provided by the Law, and, if so, the
terms of such voting rights;
(c) The dividend rate, if any, on the shares of such series, the
conditions and dates upon which such dividends shall be payable,
the preference or relation which such dividends shall bear to the
dividends payable on any other class or classes or on any other
series of capital stock, and whether such dividends shall be
cumulative or non-cumulative;
(d) Whether the shares of such series shall be subject to redemption
by the Company, and, if made subject to redemption, the times,
prices and other terms and conditions of such redemption;
(e) The rights of the holders of shares of such series upon the
liquidation, dissolution or winding up of the Company;
(f) Whether or not the shares of such series shall be subject to the
operation of a retirement or sinking fund, and, if so, the extent
to and manner in which any such retirement or sinking fund shall
be applied to the purchase or redemption of the shares of such
series for retirement or to other corporate purposes and the terms
and provisions relative to the operation thereof;
(g) Whether or not the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes,
or of any other series of the same class, and if so convertible or
exchangeable, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the
same;
(h) The limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the
purchase, redemption or other acquisition by the Company of, the
Ordinary Shares, non-voting Ordinary Shares or any other class or
classes of shares of the Company ranking junior to the shares of
such series either as to dividends or upon liquidation;
(i) The conditions or restrictions, if any, upon the creation of
indebtedness of the Company or upon the issue of any additional
shares (including additional shares of such series or of any other
series or of any other class) ranking on a parity with or prior to
the shares of such series as to dividends or distributions of
assets on liquidation, dissolution or winding up; and
(j) Any other preference and relative, participating, optional or
other special rights and the qualifications, limitations or
restrictions thereof as shall not be inconsistent with this
Article 9.
(3) Relative Rights
All shares of any one series of Preferred Shares shall be identical with
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends, if any, thereon
shall be cumulative; and all series shall rank equally and be identical in all
respects, except as permitted by the provisions of this Article 9.
(4) Liquidation
In the event of any liquidation, dissolution or winding up of the Company,
before any payment or distribution of the assets of the Company (whether capital
or surplus) shall be made to or set apart for the holders of any class or
classes of shares of the corporation ranking junior to the Preferred Shares upon
liquidation, the holders of shares of each series of Preferred Shares shall be
entitled to receive payment at the rate fixed in the resolution or resolutions
adopted by the Directors providing for the issue of such series with respect to
such series, plus (if dividends on shares of such series of Preferred Shares
shall be cumulative) an amount equal to all dividends (whether or not earned or
declared) accumulated to the date of final distribution to such holders; but
except as shall be otherwise
C-2-5
stated and expressed in the resolution or resolutions of the Directors providing
for the issue of any series, they shall be entitled to no further payment. If,
upon any liquidation, dissolution or winding up of the Company, the assets of
the Company, or proceeds thereof, distributable among the holders of Preferred
Shares shall be insufficient to pay in full the preferential amount aforesaid,
then such assets, or the proceeds thereof, shall be distributed among such
holders rateably in accordance with the respective amounts which would be
payable on such shares if all amounts payable thereon were paid in full. Except
as shall be otherwise stated and expressed in the resolution or resolutions of
the Directors providing for the issue of any series, neither the consolidation
nor merger of the Company with or into any other corporation or corporations,
nor the sale or transfer by the Company of all or any part of its assets, shall
be deemed to be a liquidation, dissolution or winding up of the Company within
the meaning of any of the provisions of this Article 9.
(5) Voting Rights
Except as shall be otherwise stated and expressed in the resolution or
resolutions of the Directors providing for the issue of any series and except as
otherwise required by the Law, the holders of Preferred Shares shall have, with
respect to such shares, no right or power to vote on any question or in any
proceeding or to be represented at, or to receive notice of, any meeting of
Members.
10. ORDINARY SHARES AND NON-VOTING ORDINARY SHARES
(1) Except as otherwise expressly provided herein, the Ordinary Shares and
non-voting Ordinary Shares shall be identical and shall entitle the
holders thereof to the same rights and privileges.
(2) Dividends
When and as dividends are declared upon the ordinary shares of the Company,
whether payable in cash, in property or in shares of the Company, the holders of
Ordinary Shares and the holders of non-voting Ordinary Shares shall be entitled
to share equally, share for share, in such dividends, except that if dividends
are declared which are payable in Ordinary Shares or non-voting Ordinary Shares,
dividends shall be declared which are payable at the same rate in both classes
of shares and the dividends payable in Ordinary Shares shall be payable to
holders of that class of shares and the dividends payable in non-voting Ordinary
Shares shall be payable to holders of that class of shares. Anything contained
in this Article 10(2) to the contrary notwithstanding, dividends payable in only
a single class of shares may be paid both to holders of such class and to
holders of any other class.
(3) Conversion of Non-Voting Ordinary Shares into Ordinary Shares
Upon the registration of the transfer of non-voting Ordinary Shares from
the original holder thereof to any third party not affiliated with such original
holder, such non-voting Ordinary Shares shall be redesignated in the books of
the Company as Ordinary Shares and shall automatically convert into the same
number of Ordinary Shares.
(4) Liquidation
Upon any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the assets of the Company remaining after the
creditors of the Company have been paid in full the amount to which they shall
be entitled shall, subject to Article 10(6), be distributed to the holders of
Ordinary Shares and non-voting Ordinary Shares equally, share for share. Except
as shall be otherwise stated and expressed in the resolution or resolutions of
the Directors providing for the issue of any series of Preferred Shares, neither
the consolidation nor merger of the Company with or into any other corporation
or corporations, nor the sale or transfer by the Company of all or any part of
its assets, shall be deemed to be a liquidation, dissolution or winding up of
the Company with the meaning of any of the provisions of this Article 10(4).
(5) Voting Rights
Subject to the Law, the holders of Ordinary Shares shall be entitled to
vote on all matters to be voted on by the Members, and the holders of non-voting
Ordinary Shares shall not be entitled to any such voting rights.
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(6) Preferences
The Ordinary Shares and the non-voting Ordinary Shares are subject to all
the powers, rights, privileges, preferences and priorities of the Preferred
Shares as are stated and expressed hereinabove and as shall be stated and
expressed in any resolution or resolutions adopted by the Directors pursuant to
authority expressly granted to and vested in it by the provisions of these
Articles.
11. VARIATION OF CLASS RIGHTS
(1) If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by
the terms of issue) may, whether or not the Company is being wound up,
be varied with the consent in writing of the holders of three-fourths
of the issued shares of that class or with the sanction of a special
resolution of the holders of the shares of that class.
(2) The quorum for a variation of class rights meeting is:-
(a) for a meeting other than an adjourned meeting, two (2) persons
present holding at least one third of the voting rights of the
class in question;
(b) for an adjourned meeting, one (1) person holding shares of the
class in question; or
(c) where the class has only one Member, that Member.
(3) For the purposes of sub-Article 11(2) above, where a person is present
by proxy or proxies, he is treated as holding only the shares in
respect of which the proxies are authorised to exercise voting rights.
(4) At a variation of class rights meeting, any holder of shares of the
class in question present may demand a poll.
(5) For the purposes of this Article:-
(a) any alteration of a provision contained in these Articles of
Incorporation for the variation of rights attached to a class of
shares, or the insertion of any such provision into the Articles,
is itself to be treated as a variation of those rights; and
(b) references to the variation of rights attached to a class of
shares include references to their abrogation.
(6) The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not (unless otherwise expressly
provided by the terms of issue of the shares of that class) be deemed
to be varied by the creation or issue of further shares ranking senior
or pari passu therewith.
12. REGISTERED OWNERS
Without prejudice to Part XXIX of the Law, except as ordered by a court of
competent jurisdiction or as required by law, the Company shall not be affected
or bound by or be compelled in any way to recognise (even when having notice)
any equitable, contingent, future or partial interest in any share or fraction
or (except only as by these Articles or by law otherwise provided) or any other
rights in respect of any share except an absolute right to the entirety thereof
in the registered holder and whether or not such share shall be entered in the
Register as held in trust or subject to any other form of beneficial ownership,
nor shall the Company be bound to see to the execution of any trust to which any
share may be subject.
13. REGISTER OF MEMBERS
(1) The Company shall keep the Register of Members and Index of Members in
accordance with Sections 123-128 of the Law and allow inspection in
accordance with Sections 127-128 of the Law. The Company may delegate
the maintenance of its Register of Members and Index of Members upon
such terms as the Board may think fit. Subject to the rules governing
any uncertificated system under which the Company's shares may be
transferred electronically, the Register may be closed during such
periods as the Board think fit not exceeding in all thirty (30) days in
any year. In the absence of manifest error, the Register of Members
shall be conclusive evidence as to the persons entitled to the shares
entered therein.
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(2) Each Member shall inform the Company by means of a notice addressed to
the Office of any change in his address and immediately after receipt
of that notice the entry of the address of that member in the Register
shall be altered in conformity with the notice given.
14. TRANSFER AND TRANSMISSION OF SHARES
These Articles are subject to and do not limit or restrict the transfer of
the Company's shares pursuant to an uncertificated system or otherwise in
accordance with the Uncertificated Securities (Enabling Provisions) (Guernsey)
Law, 2005. The Board may allow settlement of the Company's shares in any manner
at its discretion.
15. On the death of a Member, the survivors, where the deceased was a joint
holder and the executors of the deceased where he was a sole holder, shall
be the only persons recognised by the Company as having any title to or
interest in his shares; but nothing herein shall release the estate of a
deceased joint holder from any liability in respect of any share jointly
held.
16. A person entitled to shares in consequence of death, disability or
insolvency shall not be entitled to receive notice of or to attend or to
vote at any meeting or (save as regards the receipt of such dividends as
the Board shall not elect to retain) to exercise any of the rights of a
holder unless and until he shall have been registered as holder.
17. The registration of transfers may be suspended at such times and for such
periods as the Directors may from time to time determine provided that such
registration of transfers shall not be suspended for more than thirty (30)
days in any year.
18. UNTRACED SHAREHOLDERS
(1) The Company shall be entitled to sell (at a price which the Company
shall use its reasonable endeavours to ensure is the best obtainable)
the shares of a Member or the shares to which a person is entitled by
virtue of transmission on death or insolvency or otherwise by operation
of law if and provided that:
(i) during the period of not less than twelve (12) years prior to the
date of the publication of the advertisements referred to below
(or, if published on different dates, the first thereof) at least
three (3) dividends in respect of the shares in question have
become payable and no dividend in respect of those shares has been
claimed; and
(ii) the Company shall following the expiry of such period of twelve
(12) years have inserted advertisements, but in a national
newspaper and in a newspaper circulating in the area in which the
last known address of the Member or the address at which service
of notices may be effected under these Articles is located giving
notice of its intention to sell the said shares; and
(iii) during the period of three (3) months following the publication
of such advertisements (or, if published on different dates, the
last thereof) the Company shall have received indication neither
of the whereabouts nor of the existence of such Member or
person; and
(iv) notice shall have been given to the stock exchanges on which the
Company is listed, if any.
(2) The foregoing provisions of this Article are subject to any
restrictions applicable under any regulations relating to the holding
and/or transferring of securities in any paperless system as may be
introduced from time to time in respect of the shares of the Company or
any class thereof.
19. ALTERATION OF CAPITAL
(1) The Company may by ordinary resolution:-
(a) consolidate and divide all or any of its share capital into shares
of larger amounts than its existing shares;
(b) subject to sub-Article 19(2), subdivide all or any of its shares
into shares of a smaller amount;
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(c) cancel shares which, at the date of the passing of the resolution,
have not been taken up or agreed to be taken up by any person;
(d) convert the whole, or any particular class, of its preference
shares into redeemable preference shares;
(e) convert all or any of its shares the nominal amount of which is
expressed in a particular currency or former currency into shares
of a nominal amount of a different currency, the conversion being
effected at the rate of exchange (calculated to not less than 3
significant figures) current on the date of the resolution or on
such other day as may be specified therein; or
(f) where its share capital is expressed in a particular currency or
former currency, denominate or redenominate it, whether by
expressing its amount in units or subdivisions of that currency or
former currency, or otherwise.
(2) In any subdivision under sub-Article 19(1)(b), the proportion between
the amount paid and the amount, if any, unpaid on each reduced share
shall be the same as that proportion in the case of the share from
which the reduced share was derived.
20. The Board on any consolidation of shares or otherwise may deal with
fractions of shares in any manner.
21. The Company may reduce its share capital, any capital account or any share
premium account in any manner and with and subject to any authorisation or
consent required by the Law.
22. GENERAL MEETINGS
(1) The Company shall hold a general meeting at least once in every
calendar year and not more than fifteen (15) months may elapse between
one annual general meeting and the next. At each such annual general
meeting shall be laid copies of the Company's most recent accounts,
directors' report and, if applicable, the auditor's report in
accordance with Section 252 of the Law. The requirement for a general
meeting may be waived by the Members in accordance with Section 201 of
the Law. Other meetings of the Company shall be called extraordinary
general meetings.
(2) General meetings may be held in Guernsey or elsewhere at the discretion
of the Directors.
(3) A Member participating by video link or telephone conference call or
other electronic or telephonic means of communication in a meeting at
which a quorum is present shall be treated as having attended that
meeting provided that each Member participating in the communication
can hear or read what is said or communicated by each of the others.
(4) A communication in which a quorum of Members participates pursuant to
sub-Article 22(3) shall be a valid meeting which shall be deemed to
take place where the largest group of those participating is assembled
or, if there is no such group, where the chairman of the meeting is
present.
23. Any general meeting convened by the Board, unless its time shall have been
fixed by the Company in general meeting or unless convened in pursuance of
a requisition, may be postponed by the Board by notice in writing and the
meeting shall, subject to any further postponement or adjournment, be held
at the postponed date for the purpose of transacting the business covered
by the original notice.
24. The Board may, whenever it thinks fit, and shall on the requisition of
Members who hold more than ten percent (10%) of such of the capital of the
Company as carries the right to vote at general meetings (excluding any
capital held as treasury shares) in accordance with Sections 203 and 204 of
the Law proceed to convene a general meeting.
25. NOTICE OF GENERAL MEETINGS
(1) An annual general meeting of a Company (other than an adjourned
meeting) must be called by notice of at least ten (10) clear days.
(2) An extraordinary general meeting of a Company (other than an adjourned
meeting) must be called by notice of at least fourteen (14) clear days.
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(3) A general meeting may be called by shorter notice than otherwise
required if all the Members entitled to attend and vote so agree.
26. Notices may be published on a website in accordance with Section 208 of the
Law.
27.
(1) Notice of a general meeting of the Company must be sent to:-
(a) every Member; and
(b) every Director.
(2) In sub-Article 27(1), the reference to Members includes only persons
registered as a Member.
(3) For the purpose of determining the Members entitled to notice of or to
vote at any meeting or adjourned meeting of the Company, or entitled to
receive payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of shares or for the purpose of any
other lawful action, the Directors may fix, in advance, a date as a
record date for such determination of Members. Such record date shall
not be more than sixty or less than thirty days before the date of such
meeting, or more than sixty days prior to any other action.
28.
(1) Notice of a general meeting of a company must:-
(a) state the time and date of the meeting;
(b) state the place of the meeting;
(c) specify any special business to be put to the meeting (as defined
in Article 32);
(d) contain the information required under Section 178(6)(a) of the
Law in respect of a resolution which is to be proposed as a
special resolution at the meeting;
(e) contain the information required under Section 179(6)(a) of the
Law in respect of a resolution which is to be proposed as a waiver
resolution at the meeting; and
(f) contain the information required under Section 180(3)(a) of the
Law in respect of a resolution which is to be proposed as a
unanimous resolution at the meeting.
(2) Notice of a general meeting must state the general nature of the
business to be dealt with at the meeting.
29.
(1) Where, by any provision of the Law, special notice is required of a
resolution, the resolution is not effective unless notice of the
intention to move it has been given to the Company at least twenty-
eight (28) clear days before the date of the meeting at which it is
moved.
(2) The Company must, where practicable, give its Members notice of any
such resolution in the same manner and at the same time as it gives
notice of the meeting.
(3) Where that is not practicable, the Company must give its members notice
at least fourteen (14) clear days before the meeting -
(a) by notice in La Gazette Officielle, or
(b) in any other manner deemed appropriate by the Board.
(4) If, after notice of the intention to move such a resolution has been
given to the Company, a meeting is called for a date twenty-eight (28)
clear days or less after the notice has been given, the notice is
deemed to have been properly given, though not given within the time
required.
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30. In every notice calling a meeting of the Company there must appear a
statement informing the Member of:-
(a) his rights to appoint a proxy and under Section 222 of the Law; and
(b) the right to appoint more than one proxy.
31. The accidental omission to give notice of any meeting to or the non receipt
of such notice by any Member shall not invalidate any resolution or any
proposed resolution otherwise duly approved.
32. PROCEEDINGS AT GENERAL MEETINGS
The ordinary business of a general meeting shall be to receive and consider
the profit and loss account and the balance sheet of the Company and the reports
of the Directors and the Auditors, if any, to elect Directors and appoint
Auditors in the place of those retiring, to fix the remuneration of the
Auditors, to sanction or declare dividends (if required by these Articles) and
to transact any other ordinary business which ought to be transacted at such
meeting. All other business shall be deemed special and shall be subject to
notice as hereinbefore provided.
33. The quorum for a general meeting shall be two (2) or more Members holding
the majority of the voting rights applicable at such meeting present in
person or by proxy provided that, if the Company shall have only one (1)
Member entitled to attend and vote at the general meeting, that Member
shall constitute a quorum.
34. If, within half an hour after the time appointed for the meeting, a quorum
is not present, the meeting, if convened by or upon a requisition, shall be
dissolved. If otherwise convened, it may be adjourned at any time to any
other time and to any other place by the chairman of the meeting, provided
that it shall not be necessary to notify any Member of any adjournment of
less than twenty (20) clear days if the time and place of the adjourned
meeting are announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned meeting.
35.
(1) The chairman of any general meeting shall be either:-
(a) the Chairman of the Board;
(b) in the absence of the Chairman, or if the Board has no chairman,
then the Board shall nominate one of their number to preside as
chairman;
(c) if neither the Chairman of the Board nor the nominated Director
are present at the meeting, then the Directors present at the
meeting shall elect one of their number to be the Chairman,
(d) if only one Director is present at the meeting, then he shall be
Chairman of the general meeting; or
(e) if no Directors are present at the meeting, then the Members
present shall elect a Chairman for the meeting by an ordinary
resolution.
(2) The Chairman of the general meeting shall conduct the meeting in such a
manner as, subject to the Law, he thinks fit and may adjourn the
meeting from time to time and limit the time for Members to speak.
(3) A Director of the Company shall be entitled to attend and speak at any
general meeting and at any separate meeting of the holders of any class
of shares in the Company regardless of whether that Director is a
Member of the Company or a holder of the relevant class of shares.
36. The Chairman may, with the consent of any meeting at which a quorum is
present, and shall if so directed by the meeting, adjourn the meeting at
any time and to any place. When a meeting is adjourned for more than twenty
(20) clear days or where business other than the business left unfinished
at the meeting from which the adjournment took place is to be put to the
adjournment meeting, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
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37.
(1) At any meeting, a resolution put to the vote shall be decided by a show
of hands or by a poll at the option of the Chairman. Nevertheless
before or on the declaration of the result a poll may be demanded:-
(a) by the Chairman; or
(b) by not less than five (5) Members having the right to vote on the
resolution; or
(c) by a Member or Members representing not less than ten (10) per
cent of the total voting rights of all Members having the right to
vote on the resolution.
(2) The demand for a poll may be withdrawn.
(3) Unless a poll is demanded, a declaration by the Chairman that a
resolution has on a show of hands been carried or carried unanimously
or by a particular majority or lost and an entry to that effect in the
minute book, shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded.
38. A poll, if demanded, shall be taken at the meeting at which the same is
demanded or at such other time and place as the Chairman shall direct and
the result shall be deemed the resolution of the meeting.
39. The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which a poll has
been demanded.
40. If a poll shall be duly demanded on the election of a Chairman or on any
question of adjournment, it shall be taken at once.
41. In case of an equality of votes on a poll, the Chairman shall have a second
or casting vote.
42. VOTES OF MEMBERS
(1) On a show of hands, every Member present in person or by proxy shall
have one vote subject to any special voting powers or restrictions.
(2) On a poll, every Member present in person or by proxy shall have one
vote for each share held by him subject to any special voting powers or
restrictions.
43. Where there are joint registered holders of any shares, such persons shall
not have the right of voting individually in respect of such share but
shall elect one of their number to represent them and to vote whether in
person or by proxy in their name. In default of such election the person
whose name stands first on the Register shall alone be entitled to vote.
44. Any Member, being incapable or of unsound mind, may vote by his curator or
other legal guardian. Any of such persons may vote either personally or by
proxy.
45. On a poll, votes may be given either personally or by proxy and a Member
entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way. A proxy need not be a Member. An instrument
of proxy may be valid for one or more meetings.
46.
(1) No Member shall be entitled to be present or take part in any
proceedings or vote, either personally or by proxy, at any meeting
unless all calls due from him have been paid.
(2) No Member shall be entitled to vote in respect of any shares that he
has acquired unless he has been registered in the Register as their
holder.
47. No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is given or
tendered and every vote not disallowed shall be valid for all purposes. Any
objection made in due time shall be referred to the Chairman whose decision
shall be final and binding.
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48. PROXIES
A member is entitled to appoint another person as his proxy to exercise all
or any of his rights to attend and to speak and vote at a meeting of the
Company. A member may appoint more than one proxy in relation to a meeting,
provided that each proxy is appointed to exercise the rights attached to a
different share or shares held by him.
49. The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed or a notarially certified copy
of that power or authority shall be deposited at the Office not less than
forty eight (48) hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote or, in
the case of a poll, not less than twenty four (24) hours before the time
appointed for the taking of the poll and in default, unless the Board
directs otherwise, the instrument of proxy shall not be treated as valid.
50. The instrument appointing a proxy and may include an instruction by the
appointor to the proxy either to vote for or against any resolution to be
put to the meeting.
51. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing or if the appointor
is a corporation under the hand of an officer or attorney duly authorised
and may be in any form prescribed by the rules of any stock exchange or
approved by the Board.
52. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll and shall be as valid for any
adjournment as for the meeting to which it relates.
53. Without prejudice to Section 226 of the Law, a vote given in accordance
with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or disability of the principal or revocation of the proxy or
of the authority under which the proxy was executed provided that no
intimation in writing of such death disability or revocation shall have
been received by the Company at the Office before the commencement of the
meeting or adjournment or the taking of the poll at which the proxy is
used.
54. Any corporation which is a Member may, by resolution of its directors or
other governing body, authorise such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of Members of
the Company or to approve any resolution submitted in writing and the
person so authorised shall be entitled to exercise on behalf of the
corporation which he represents the same powers (other than to appoint a
proxy) as that corporation could exercise if it were an individual Member
of the Company.
55. Any Member may appoint by power of attorney some person, whether a Member
or not, to act as his attorney for the purposes of receiving notices of and
attending general meetings and exercising the rights of the Member thereat,
and upon such power of attorney being deposited at the Office together with
a notice from the attorney giving his address, an entry thereof shall be
made in the Register and all notices of meetings held during the
continuance in force of such power of attorney shall be served upon the
attorney thereby appointed as if such attorney were a Member of the Company
and registered owner of the shares, and all notices, except where otherwise
herein expressly provided, shall be deemed duly served if served upon such
attorney in accordance with these Articles, and the attorney shall be
entitled to attend any general meetings held during the continuance of his
appointment and to vote thereat in respect of the shares of any Member
appointing him, such vote to be exercised either personally or by proxy
appointed by the attorney. Every such power shall remain in full force
notwithstanding the death of the Member or its revocation by other means,
unless and until express notice in writing of such death or revocation
shall have been given to the Company.
56. WRITTEN RESOLUTIONS
Resolutions of the Members may be approved in writing if so determined by
the Directors or the Members in accordance with Part XIII of the Law and every
Member voting thereon shall have one vote for each share subject to any special
voting powers or restrictions.
57. Notice specifying the proposed resolution in writing may be sent by the
Company to Members by post or by facsimile or such other telephonic or
electronic means of written communications as the Board may, subject to the
Law, determine at any time.
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58. Notices of proposed written resolutions forwarded by post shall be sent to
the address of such Members entered in the Register. Notices forwarded by
any telephonic or electronic means of written communication shall be
forwarded to such destination as the Member in question may at any time
designate in writing signed by him.
59. Notices of proposed written resolutions shall incorporate or be accompanied
by an instrument to be signed by or on behalf of the Member to who it is
addressed for the purpose of approving the same.
60. Any notice of a proposed written resolution shall specify a date and time
(whether greater or lesser than any period for the time being prescribed by
the Law) at which the instrument or instruments signed by or on behalf of
the Members voting in favour thereof shall be counted and at which the
resolution if approved by the requisite majority shall become effective. No
instrument received or signature appended thereto after such time shall be
counted.
61. Notwithstanding anything else contained herein (and in particular the
method of sending the notice of and instrument for approving the written
resolution to Members) all such instruments containing such approval shall
be in writing and signed by the Member or Members in question. The
signature of a Member shall be acceptable for such purposes if received by
facsimile telephonic transmission or in any other way specified in the
notice.
62. The accidental omission to give notice of any proposed written resolution
to or the non receipt of such notice by any Member shall not invalidate any
resolution or any proposed resolution otherwise duly approved.
63. NUMBER, APPOINTMENT AND QUALIFICATION OF DIRECTORS
The number of Directors shall be authorised by the Board from time to time
but shall not be less than three (3) nor more than twenty (20).
64. The Board shall have power at any time to appoint any person eligible in
accordance with Section 137 of the Law to be a Director either to fill a
casual vacancy or as an addition to the existing Directors but so that the
total number of Directors shall not at any time exceed the number, if any,
fixed pursuant to these Articles. Any Director so appointed shall hold
office only until the next following annual general meeting and shall then
be eligible for re-election.
65. No person other than a Director retiring at a general meeting shall, unless
recommended by the Directors, be eligible for election by the Company to
the office of Director unless, not less than twenty-one (21) clear days
before the date appointed for the meetings there shall have been left at
the Office and delivered to either the Secretary of the Company or the
Chairman of Directors notice in writing signed by a Member duly qualified
to attend and vote at the meeting for which such notice is given of his
intention to propose such person for election together with notice in
writing signed by that person of his willingness to be elected. On receipt
of such notice, the Secretary or the Chairman of Directors (as the case
shall be) shall promptly forward a copy to all Directors.
66. The appointment of any person proposed as a Director shall be effected by a
separate resolution.
67. Without prejudice to the powers of the Board, the Company in general
meeting may appoint any person to be a Director either to fill a casual
vacancy or as an additional Director.
68. A share qualification for a Director may be fixed by the Board and unless
and until so fixed no qualification shall be required.
69. A Director may not appoint an alternate.
70.
(1) A Director may hold any other office or place of profit under the
Company (other than Auditor) in conjunction with his office of Director
for such period and on such terms (as to remuneration and otherwise) as
the Board may determine and no Director shall be disqualified by his
office from contracting with the Company, either with regard to his
tenure of any such other office or place of profit or as vendor,
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purchaser or otherwise, nor shall any such contract or any contract or
arrangement entered into by or on behalf of the Company in which any
Director is in any way interested be liable to be avoided nor shall any
Director so contracting or being so interested be liable to account to
the Company for any profits realised by any such contract or
arrangement by reason of such Director holding that office or of the
fiduciary relationship thereby established.
(2) Any Director may act by himself or his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director.
71. REMUNERATION OF DIRECTORS
(1) The Directors shall be paid out of the funds of the Company by way of
fees such sums as the Board shall reasonably determine.
(2) The Directors shall also be entitled to be repaid all reasonable out of
pocket expenses properly incurred by them in or with a view to the
performance of their duties or in attending meetings of the Board or of
committees or general meetings.
(3) If any Director, having been requested by the Board, shall render or
perform extra or special services or shall travel or go to or reside in
any country not his usual place of residence for any business or
purpose of the Company, he shall be entitled to receive such sum as the
Board may think fit for expenses and also such remuneration as the
Board may think fit, either as a fixed sum or as a percentage of
profits or otherwise, and such remuneration may, as the Board shall
determine, be either in addition to or in substitution for any other
remuneration which he may be entitled to receive.
72. INDEMNITIES
(1) The Directors and officers of the Company and their respective heirs
and executors shall be fully indemnified, and the directors and
officers of any subsidiary of the Company and their respective heirs
and executors may be fully indemnified, out of the assets of the
Company from and against all actions, costs, charges, losses, damages,
expenses and liabilities, including the reasonable legal and other
expenses incurred in defending any Claim (whether in relation to civil
or criminal proceedings or the making any application for relief under
section 522 of the Law) on an "as incurred" basis (together
"Liabilities"), arising out of any claims made against him or his heirs
or executors in connection with the performance of his duties as a
Director or officer of the Company or as a director or officer of any
subsidiary thereof (a "Claim").
(2) Notwithstanding the terms of sub-Article 72(1), the Company shall not
provide such indemnity with respect to any Liability incurred by any
such indemnified person (an "Indemnitee"):
i. to the extent prohibited by the Law or the Company's Articles of
Incorporation or otherwise as prohibited by law;
ii. to the Company or any subsidiary thereof in connection with any
negligence, default, breach of duty or breach of trust in relation
to the Company or such subsidiary;
iii. in defending, or in connection with, any Claim brought by the
Company;
iv. to pay a fine imposed in criminal proceedings;
v. to pay a sum payable to a regulatory authority by way of a penalty
in respect of non-compliance with any requirement of a regulatory
nature (howsoever arising);
vi. in defending criminal proceedings in which he is convicted, and in
the event that the Indemnitee is convicted, the Indemnitee will
repay to the Company any amount received from the Company under
sub-Article 72(1) in respect of legal or other expenses or any
other Liability incurred by the Indemnitee in defending such
proceedings, or in connection with the criminal proceedings and
any such repayment must be made not later than the date on which
the conviction becomes final (as defined in the Law);
C-2-15
vii. in defending civil proceedings brought by the Company, or an
associated company (as defined in the Law), in which judgment is
given against him, and in the event that the judgement is given
against him, the Indemnitee will repay to the Company any amount
received from the Company under sub-Article 72(1) in respect of
legal or other expenses or any other Liability incurred by the
Indemnitee in defending, or in connection with the civil
proceedings and any such repayment must be made not later than
the date on which the judgement becomes final (as defined in the
Law);
viii. in connection with an application for relief under section 522
of the Companies Law in which the Court refuses to grant him
relief, and in the event that the Indemnitee is refused relief,
the Indemnitee will repay to the Company any amount received
from the Company under sub-Article 72(1) in respect of legal or
other expenses or any other Liability incurred by the Indemnitee
in making such application, or in connection with the relief
proceedings and any such repayment must be made not later than
the date on which the refusal of relief becomes final (as
defined in the Law);
ix. to the extent that any recovery is made by the Indemnitee under
any policy of insurance;
x. arising out of the Indemnitee's fraud or wilful act or default; or
xi. that arises as a result of the Indemnitee knowingly acting beyond
the scope of his authority.
(3) The Board may agree to such contractual indemnities for the benefit of
the Directors, officers, employees and other agents and contracting
parties of the Company or any of its subsidiaries as it may, from time
to time, deem fit.
(4) Notwithstanding sub-Article 72(2), the Board may, to the fullest extent
permitted by the Law, purchase and maintain, at the expense of the
Company, insurance for the benefit of the Directors, officers,
directors, employees and other agents of the Company or any of its
subsidiaries and/or to cover corporate reimbursement of such Directors,
officers, directors, employees and other agents.
73. MANAGEMENT OF THE COMPANY
Subject to any modifications, exceptions or limitations contained in the
Law, the Memorandum or these Articles, the business and affairs of the Company
shall be managed by, or under the direction or supervision of, the Board. The
Board shall have all the powers necessary for managing, and for directing and
supervising the management of, the business and affairs of the Company,
including the power to borrow money and to mortgage, hypothecate, pledge or
charge all or part of its undertaking property and uncalled capital and to issue
debentures and other securities, whether outright or as collateral security for
any liability or obligation of the Company or of any third party. The general
powers given by this Article shall not be limited or restricted by any special
authority or power given to the Board by any other Article.
74. The Board may arrange that any branch of the business carried on by the
Company or any other business in which the Company may be interested shall
be carried on by or through one or more subsidiary companies and the Board
may on behalf of the Company make such arrangements as it thinks advisable
for taking the profits or bearing the losses of any branch or business so
carried on or for financing, assisting or subsidising any such subsidiary
company or guaranteeing its contracts, obligations or liabilities.
75. The Board may establish any local boards or agencies for managing any of
the affairs of the Company and may appoint any one or more of its number or
any other persons to be members of such local Boards or any managers or
agents and may fix their remuneration and may delegate to any local board
manager or agent any of the powers, authorities and discretions vested in
the Board, with power to sub-delegate, and may authorise the members of any
local board to fill any vacancies and to act notwithstanding vacancies and
any such appointment or delegation may be made upon such terms and subject
to such conditions as the Board may think fit and the Board may remove any
person so appointed and may annul or vary any such delegation but no person
dealing in good faith and without notice of any such annulment or variation
shall be affected thereby.
76. The Board may, at any time, by power of attorney given under the hand of
such person or persons duly authorised by the Board in that behalf, appoint
any person or any fluctuating body of persons, whether
C-2-16
nominated directly or indirectly by the Board, to be the attorney of the
Company for such purposes and with such powers and discretions and for such
periods and subject to such conditions as the Board may think fit and any
such power of attorney may contain such provisions for the protection and
convenience of persons dealing with any attorney as the Board may think fit
and may also authorise any attorney to sub-delegate all or any of his
powers and discretions.
77. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipts for moneys paid to the Company
shall be signed, drawn, accepted, endorsed or otherwise executed in such
manner as the Board shall, at any time, determine.
78. DISQUALIFICATION OF DIRECTORS
A Director shall cease to hold office:-
(a) if he (not being a person holding for a fixed term an executive office
subject to termination if he ceases for any reason to be a Director)
resigns his office by written notice signed by him sent to or deposited
at the Office;
(b) if he shall have absented himself (such absence not being absence with
leave or by arrangement with the Board on the affairs of the Company)
from meetings of the Board for a consecutive period of twelve months
and the Board resolves that his office shall be vacated;
(c) if he dies or becomes of unsound mind or incapable;
(d) if he becomes insolvent suspends payment or compounds with his
creditors;
(e) if he is requested to resign by written notice signed by all his co-
Directors;
(f) if the Company in general meeting shall declare that he shall cease to
be a Director; or
(g) if he becomes ineligible to be a Director in accordance with Section
137 of the Law.
79. If the Company in general meeting removes any Director before the
expiration of his period of office, it or the Board may appoint another
person to be a Director in his stead who shall retain his office so long
only as the Director in whose stead he is appointed would have held the
same if he had not been removed. Such removal shall be without prejudice to
any claims such Director may have for damages for breach of any contract of
service between him and the Company.
80. PROCEEDINGS OF DIRECTORS
(1) The Board may meet for the dispatch of business adjourn and otherwise
regulate its meetings as it thinks fit. Questions arising at any
meeting shall be decided by a majority of votes. In case of an equality
of votes the Chairman at the meeting shall have a second or casting
vote.
(2) A Director in communication with one or more other directors so that
each director participating in the communication can hear or read what
is said or communicated by each of the others, is deemed to be present
at a meeting with the other directors so participating and, where a
quorum is present, such meeting shall be treated as a validly held
meeting of the Board and shall be deemed to have been held in the place
where the Chairman is present.
81. A video link or telephone conference call or other electronic or telephonic
means of communication in which a quorum of Directors participates and all
participants can hear and speak to each other shall be a valid meeting
which shall be deemed to take place where the Chairman is present unless
the Directors resolve otherwise.
82. Any Director may, and the Secretary on the requisition of a Director shall,
convene a meeting of the Board. The Board shall determine the notice
necessary for its meetings and the persons, in addition to all the
Directors and the Secretary, to whom such notice shall be given but, unless
resolved otherwise by the Board, at least 72 hours notice of a meeting
shall be required.
C-2-17
83. A meeting of the Board at which a quorum is present shall be competent to
exercise all powers and discretions exercisable by the Board. The adoption
of a resolution by the Directors shall require the affirmative vote of a
majority of the Directors then in office present personally, by telephone
conference or other electronic means. No resolution shall be adopted unless
the number of Directors comprising the requisite quorum are present.
84. The quorum necessary for the transaction of the business of the Board may
be fixed by the Board and, unless so fixed, shall be a majority of the
Directors then in office.
85. The continuing Directors may act notwithstanding any vacancy but, if and so
long as their number is reduced below the minimum number fixed pursuant to
these Articles, the continuing Directors may act for the purpose of
increasing the number of Directors to that number or of summoning a general
meeting but for no other purpose. If there are no Directors able or willing
to act, then any Member may summon a general meeting for the purpose of
appointing Directors.
86. The Board may elect a Chairman of their meetings and determine the period
for which he is to hold office. If no such Chairman is elected or if at any
meeting the Chairman is not present within five (5) minutes after the time
appointed for holding the same, the Directors present may choose one of
their number to be Chairman of the meeting.
87. The Board may delegate any of their powers to committees consisting of such
one or more Directors as they think fit. Any committee so formed shall in
the exercise of the powers so delegated conform to any regulations that may
be imposed on it by the Board. A committee may elect a chairman of its
meetings; if no such chairman is elected or if at any meeting the chairman
is not present within five (5) minutes after the time appointed for holding
the same, the committee members present may choose one of their number to
be chairman of the meeting.
88. A committee may meet and adjourn as it thinks proper. Questions arising at
any committee meeting shall be determined by a majority of votes of the
committee members present, and in the case of an equality of votes, the
chairman shall have a second or casting vote.
89. All acts done by any meetings of the Directors or of a committee of the
Directors or by any person acting as a Director shall, notwithstanding that
it is afterwards discovered that there was a defect in the appointment of
any of the Directors or persons acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.
90. A resolution in writing signed by each Director entitled to receive notice
of a meeting of the Board or by all the members of a committee shall be as
valid and effectual as a resolution passed at a meeting of the Board or
committee. Such resolution may be contained in one document or in several
documents in like form each signed by one or more of the Directors or
members of the committee and may be transmitted to the Company by
facsimile.
91. EXECUTIVE DIRECTORS
(1) The Board may at any time appoint one or more of their body to be
holder of any executive office including the office of Managing
Director on such terms and for such periods as they may determine.
(2) The appointment of any Director to any executive office shall be
subject to termination if he ceases from any cause to be a Director but
without prejudice to any claim for damages for breach of any contract
of service between him and the Company.
(3) A Managing Director or Chairman shall receive such remuneration
(whether by way of salary, commission, or participation in profits or
combination thereof) as the Directors may determine.
(4) The Board may entrust to and confer upon a Director holding any
executive office any of the powers exercisable by the Board upon such
terms and conditions and with such restrictions as it thinks fit either
collaterally with or to the exclusion of their own powers and may at
any time revoke withdraw alter or vary all or any of such powers.
C-2-18
92. DIVIDENDS
Subject to compliance with Section 304 of the Law:
(1) the Board may at any time declare and pay such dividends to Members
according to their right and interest; and
(2) the method of payment of dividends shall be at the discretion of the
Board.
93. All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of
the period in respect of which the dividend is paid; but if any share is
issued on terms providing that it shall rank for dividend as from a
particular date such share shall rank for dividend accordingly.
94. Unless and to the extent that the rights attached to any shares or the
terms of issue thereof otherwise provide, all dividends shall be declared
and paid pro rata according to the number of shares held by each Member.
95. The Directors may retain dividends payable upon shares in respect of which
any person is entitled to become a Member under Article 16 or otherwise
until such person shall be registered as a Member in respect thereof or
shall duly transfer the same.
96. The Board may deduct from any dividend payable to any Member on or in
respect of a share all sums of money (if any) presently payable by him to
the Company on account of calls or otherwise.
97. The Board may retain any dividend or other moneys payable on or in respect
of a share on which the Company has a lien and may apply the same in or
towards satisfaction of the liabilities or obligations in respect of which
the lien exists.
98. At the discretion of the Board, any dividend may be paid wholly or in part
by the distribution of specific assets and, in particular, of paid-up
shares of the Company. Where any difficulty arises in regard to such
distribution the Board may settle the same as it thinks expedient and in
particular may issue fractional shares and fix the value for distribution
of such specific assets and may determine that cash payments shall be made
to any Members upon the footing of the value so fixed in order to adjust
the rights of Members and may vest any such specific assets in trustees for
the Members entitled as may seem expedient to the Board.
99. Any dividend interest or other moneys payable in cash in respect of shares
may be paid by cheque or warrant sent through the post to the registered
address of the holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the
Register. Any one of two or more joint holders may give effectual receipts
for any dividends, interest, bonuses or other moneys payable in respect of
their joint holdings.
100. No dividend or other moneys payable on or in respect of a share shall bear
interest against the Company.
101. All unclaimed dividends may be invested or otherwise made use of by the
Board for the benefit of the Company until claimed and the Company shall
not be constituted a trustee in respect thereof. All dividends unclaimed
for a period of six (6) years after having been declared shall be
forfeited and shall revert to the Company.
102. RESERVES
The Board may, before recommending any dividend, set aside such sums (out
of profits or otherwise) as it thinks proper as reserves which shall, at the
discretion of the Board, be applicable for any purpose to which such sums may be
properly applied and, pending such application, may either be employed in the
business of the Company or be invested in such investments as the Board may at
any time think fit. The Board may also, without placing the same to reserve,
carry forward any profits or other sums which it may think prudent not to
distribute.
103. CAPITALISATION OF PROFITS
The Board may resolve that it is desirable to capitalise any part of the
amount for the time being standing to the credit of any of the Company's reserve
accounts or to the credit of the profit and loss account or otherwise available
C-2-19
for distribution and accordingly that such sums be set free for distribution
amongst the Members who would have been entitled thereto if distributed and in
the same proportions on condition that the same be not paid in cash but be
applied either in or towards paying up any amounts for the time being unpaid on
any shares held by such Members respectively or paying up in full unissued
shares of the Company to be allotted and distributed credited as fully paid to
and amongst such Members.
104. Whenever such resolution shall have been passed, the Board shall make all
appropriations and applications of the reserves or profits resolved to be
capitalised and all allotments and issues of fully-paid shares and
generally shall do all things required to give effect thereto with full
power to the Board to make such provision by payment in cash or otherwise
as it thinks fit for the case of shares becoming distributable in
fractions and also to authorise any person to enter on behalf of all
Members entitled thereto into an agreement with the Company providing for
the allotment to them respectively credited as fully paid of any further
shares to which they may be entitled upon such capitalisation or (as the
case may require) for the payment up by the Company on their behalf by the
application thereto of their respective proportions of the amounts
resolved to be capitalised of the amounts or any part of the amounts
remaining unpaid on their existing shares and any agreement made under
such authority shall be effective and binding on all such Members.
105. NOTICES
A notice or other communication may be given by the Company to any Member
either personally or by sending it by prepaid post addressed to such Member at
his registered address (or, subject to Article 109, in electronic form) or if he
desires that notices shall be sent to some other address or person to the
address or person nominated for such purpose.
106.
(1) Any notice or other document, if served by post (including registered
post, recorded delivery service or ordinary letter post), shall be
deemed to have been served on the third day after the day on which the
same was posted from Guernsey to an address in the United Kingdom, the
Channel Islands or the Isle of Man and, in any other case, on the
seventh day following that on which the same was posted.
(2) Service of a document sent by post shall be proved by showing the date
of posting, the address thereon and the fact of pre-payment.
(3) Any notice or other document, if transmitted by electronic
communication, facsimile transmission or other similar means which
produce or enable the production of a document containing the text of
the communication, shall be regarded as served when it is received.
107. A notice may be given by the Company to the joint holders of a share by
giving the notice to the joint holder first named in the Register in
respect of the share.
108. Any notice or other communication sent to the address of any Member shall,
notwithstanding the death, disability or insolvency of such Member and
whether the Company has notice thereof, be deemed to have been duly served
in respect of any share registered in the name of such Member as sole or
joint holder and such service shall, for all purposes, be deemed a
sufficient service of such notice or document on all persons interested
(whether jointly with or as claiming through or under him) in any such
share.
109. All Members shall be deemed to have agreed to accept communication from
the Company by electronic means in accordance with Section 526 and
Schedule 3 of the Law unless a Member notifies the Company otherwise.
Notice under this Article must be in writing and signed by the Member and
delivered to the Company's Office or such other place as the Board
directs.
110. WINDING UP
The Company shall be wound up in any of the circumstances specified in the
Law.
C-2-20
111.
(1) If the Company shall be wound up whether voluntarily or otherwise the
Liquidator may with the sanction of a special resolution divide among
the Members in specie any part of the assets of the Company and may
with the like sanction vest any part of the assets of the Company in
trustees upon such trusts for the benefit of the Members as the
Liquidator with the like sanction shall think fit.
(2) If thought expedient subject to the obtaining of any necessary consents
or sanctions any such division may be otherwise than in accordance with
the then existing rights of the Members and in particular any class may
be given preferential or special rights or may be excluded altogether
or in part but in default of any such provision the assets shall
subject to the rights of the holders of shares issued with special
rights or privileges or on special conditions be distributed rateably
according to the amount paid up on the shares.
(3) In case any of the shares to be divided as aforesaid involve a
liability to calls or otherwise any person entitled under such division
to any of the said shares may within fourteen (14) clear days after the
passing of the special resolution by notice in writing direct the
Liquidator to sell his proportion and pay him the net proceeds and the
Liquidator shall if practicable act accordingly.
112. INSPECTION OF REGISTERS AND OTHER RECORDS
(1) A Director shall be entitled at any time to inspect the Register, the
minute books, the annual return, the register of Directors and
secretaries and the index, if any, of Members.
(2) A Member shall be entitled on giving not less than one day's notice to
inspect the Register and the other documents mentioned in sub-Article
112 (1) other than the minutes of proceedings at Directors' meetings.
(3) Any person who is not a Director or a Member shall be entitled on
giving not less than three days' notice to inspect the Register, the
register of Directors and secretaries and the index, if any, of
Members.
(4) The rights of inspection herein referred to shall be exercisable from
2.30PM to 4.30PM on any weekday when banks in Guernsey are open for
business.
(5) Subject to sub-Article 112 (2), no Member shall (as such) have any
right to inspect the accounting records or other books or documents of
the Company except as conferred by the Law or authorised by the
Directors or by ordinary resolution.
C-2-21
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
AMDOCS LIMITED
JANUARY 22, 2009
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
| Please detach along perforated line and mail in the envelope provided. |
- 21230330000000000000 9 012209
--------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
--------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: 2. APPROVAL OF SPECIAL RESOLUTION [ ] [ ] [ ]
AMENDING AND RESTATING THE MEMORANDUM
NOMINEES: OF INCORPORATION AND ARTICLES OF
[ ] FOR ALL NOMINEES - Bruce K. Anderson INCORPORATION AS DESCRIBED IN THE
- Adrian Gardner ACCOMPANYING PROXY STATEMENT.
[ ] WITHHOLD AUTHORITY - Charles E. Foster
FOR ALL NOMINEES - James S. Kahan 3. APPROVAL OF CONSOLIDATED FINANCIAL [ ] [ ] [ ]
- Zohar Zisapel STATEMENTS FOR FISCAL YEAR 2008.
[ ] FOR ALL EXCEPT - Dov Baharav
(See instructions below) - Julian A. Brodsky 4. RATIFICATION AND APPROVAL OF ERNST & [ ] [ ] [ ]
- Eli Gelman YOUNG LLP AND AUTHORIZATION OF AUDIT
- Nehemia Lemelbaum COMMITTEE OF BOARD TO FIX REMUNERATION.
- John T. McLennan
- Robert A. Minicucci
- Simon Olswang
INSTRUCTIONS: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL EXCEPT"
and fill in the circle next to each nominee
you wish to withhold, as shown here: -
-----------------------------------------------------------
-----------------------------------------------------------
To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note that changes [ ]
to the registered name(s) on the account may not be
submitted via this method.
-----------------------------------------------------------
Signature of Shareholder Date: Signature of Shareholder Date:
----------------------- ---------- --------------------- ---------
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer
is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is
- a partnership, please sign in partnership name by authorized person. -
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
AMDOCS LIMITED
JANUARY 22, 2009
PROXY VOTING INSTRUCTIONS
MAIL - Sign, date and mail your proxy card in
the envelope provided as soon as possible.
- OR -
TELEPHONE - Call toll-free 1-800-PROXIES
(1-800-776-9437) in the United States or
1-718-921-8500 from foreign countries and --------------------------------
follow the instructions. Have your proxy card COMPANY NUMBER
available when you call. --------------------------------
- OR - ACCOUNT NUMBER
INTERNET - Access "WWW.VOTEPROXY.COM" and --------------------------------
follow the on-screen instructions. Have your
proxy card available when you access the web
page.
- OR -
IN PERSON - You may vote your shares in
person by attending the Annual General
Meeting.
You may enter your voting instructions at 1-800-PROXIES in the United States
or 1-718-921-8500 from foreign countries or www.voteproxy.com up until 11:59
PM Eastern Time the day before the cut-off or meeting date.
| Please detach along perforated line and mail in the envelope provided
IF you are not voting via telephone or the Internet. |
- 21230330000000000000 9 012209
--------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
--------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: 2. APPROVAL OF SPECIAL RESOLUTION [ ] [ ] [ ]
AMENDING AND RESTATING THE MEMORANDUM
NOMINEES: OF INCORPORATION AND ARTICLES OF
[ ] FOR ALL NOMINEES - Bruce K. Anderson INCORPORATION AS DESCRIBED IN THE
- Adrian Gardner ACCOMPANYING PROXY STATEMENT.
[ ] WITHHOLD AUTHORITY - Charles E. Foster
FOR ALL NOMINEES - James S. Kahan 3. APPROVAL OF CONSOLIDATED FINANCIAL [ ] [ ] [ ]
- Zohar Zisapel STATEMENTS FOR FISCAL YEAR 2008.
[ ] FOR ALL EXCEPT - Dov Baharav
(See instructions below) - Julian A. Brodsky 4. RATIFICATION AND APPROVAL OF ERNST & [ ] [ ] [ ]
- Eli Gelman YOUNG LLP AND AUTHORIZATION OF AUDIT
- Nehemia Lemelbaum COMMITTEE OF BOARD TO FIX REMUNERATION.
- John T. McLennan
- Robert A. Minicucci
- Simon Olswang
INSTRUCTIONS: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL EXCEPT"
and fill in the circle next to each nominee
you wish to withhold, as shown here: -
-----------------------------------------------------------
-----------------------------------------------------------
To change the address on your account, please check
the box at right and indicate your new address in
the address space above. Please note that changes [ ]
to the registered name(s) on the account may not be
submitted via this method.
-----------------------------------------------------------
Signature of Shareholder Date: Signature of Shareholder Date:
----------------------- ---------- --------------------- ---------
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer
is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is
- a partnership, please sign in partnership name by authorized person. -
- -
AMDOCS LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bruce K. Anderson and Thomas G. O'Brien as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated on the reverse side, all Ordinary
Shares of Amdocs Limited (the "Company") held of record by the undersigned on
November 24, 2008, at the annual General Meeting of shareholders to be held on
January 22, 2009 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
- 14475 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMDOCS LIMITED
/s/ Thomas G. O'Brien
----------------------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U.S. Representative
Date: December 11, 2008