Part 18Acquisition by limited company of its own shares

Chapter 4Purchase of own shares

Authority for off-market purchase

698Resolution authorising variation: exercise of voting rights

1

This section applies to a resolution to confer, vary, revoke or renew authority for the purposes of section 697 (variation of contract for off-market purchase of own shares).

2

Where the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is not an eligible member.

3

Where the resolution is proposed at a meeting of the company, it is not effective if—

a

any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares in voting on the resolution, and

b

the resolution would not have been passed if he had not done so.

4

For this purpose—

a

a member who holds shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if he votes in respect of them on a poll on the question whether the resolution shall be passed, but also if he votes on the resolution otherwise than on a poll;

b

any member of the company may demand a poll on that question;

c

a vote and a demand for a poll by a person as proxy for a member are the same respectively as a vote and a demand by the member.