The Court of Appeal unanimously overturned Kay J's decision and held that the meeting could be called because the notice about voting on removal of "any of the directors" was clear enough, and the Companies Clauses Act 1845 section 91 gave the general meeting power to remove directors. The general meeting can always fill up board vacancies if all directors are removed and the directors do not exercise their power under section 89, and so the directors were bound to send out the notice of the shareholders' proposal. Moreover, the first part of the shareholders' proposal was not illegal, because activities beyond merely appointing a committee could be done in a way that was not ultra vires.
