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Modifications etc. (not altering text)
C1Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
(1)The provisions of this Chapter apply (with necessary modifications) in relation to a meeting of holders of a class of shares as they apply in relation to a general meeting.
This is subject to subsections [F1(2) to (3)].
(2)The following provisions of this Chapter do not apply in relation to a meeting of holders of a class of shares—
(a)sections 303 to 305 (members' power to require directors to call general meeting), F2. . .
(b)section 306 (power of court to order meeting)[F3, and
(c)sections 311(3), 311A, 319A, 327(A1), 330(A1) and 333A (additional requirements relating to traded companies).]
[F4(2A)Section 307(1) to (6) apply in relation to a meeting of holders of a class of shares in a traded company as they apply in relation to a meeting of holders of a class of shares in a company other than a traded company (and, accordingly, section 307A does not apply in relation to such a meeting).]
(3)The following provisions (in addition to those mentioned in subsection (2)) do not apply in relation to a meeting in connection with the variation of rights attached to a class of shares (a “variation of class rights meeting”)—
(a)section 318 (quorum), and
(b)section 321 (right to demand a poll).
(4)The quorum for a variation of class rights meeting is—
(a)for a meeting other than an adjourned meeting, two persons present holding at least one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares);
(b)for an adjourned meeting, one person present holding shares of the class in question.
(5)For the purposes of subsection (4), where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.
(6)At a variation of class rights meeting, any holder of shares of the class in question present may demand a poll.
(7)For the purposes of this section—
(a)any amendment of a provision contained in a company's articles for the variation of the 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.
Textual Amendments
F1Words in s. 334(1) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 14(2) (with application as stated in reg. 1(2))
F2Word in s. 334(2)(a) omitted (3.8.2009) by virtue of The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 14(3)(a) (with application as stated in reg. 1(2))
F3S. 334(2)(c) and preceding word inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 14(3)(b) (with application as stated in reg. 1(2))
F4S. 334(2A) inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 14(4) (with application as stated in reg. 1(2))
Commencement Information
I1S. 334 wholly in force at 1.10.2007; s. 334 not in force at Royal Assent see s. 1300; s. 334 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1)