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    <description>A notice convening an extraordinary general meeting must fairly disclose the substantial business proposed under the company&#039;s articles. Where the circular stated that only limited changes were contemplated but failed to highlight material alterations to directors&#039; indemnity, assignment rights, and continuation of the agency on transfer of the undertaking, the disclosure was misleading. Because shareholders were not adequately informed of the true scope of the proposed changes, the meeting was not duly convened and the resolutions passed at it were held invalid and inoperative.</description>
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