Section 295 of The Companies Act No. 17 of 2015: Right of members to demand a poll at general meeting
(1) A provision of a company’s articles is void to the extent that it would have theeffect of excluding the right to demand a poll at a general meeting on a resolution other than one for—
(a) electing the member who is to preside at the meeting; or
(b) adjourning the meeting.
(2) Except as provided by subsection (1), a provision of a company's articlesis void to the extent that it would have the effect of making ineffective a demand for a poll on a resolution made—
(a) by no fewer than five members having the right to vote on the resolution;
(b) by a member or members representing no less than ten percent of the total voting rights of all the members having the right to vote on the resolution; or
(c) by a member or members holding shares in the company conferring a right to vote on the resolution, being shares on which an aggregate amount has been paid up equal to not less than ten percent of the total amount paid up on all the shares conferring that right.
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- Section 296 - Member not obliged to use all votes when voting on a poll at generalmeeting
A member who is entitled to cast two or more votes at a poll taken at a general meeting of a company is not obliged to use all of those votes or to cast them all in the same way.
- Section 297 - Representation of bodies corporate at general meetings
(1) If a body corporate is a member of a company, it may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at a...
- Section 298 - Right of members to appoint proxies
(1) A member of a company is entitled to appoint another person as themember’s proxy to exercise all or any of the member’s rights to attend and to speak and vote at a meeting of the company.
(2) A...
- Section 299 - Notice of general meeting to contain statement of rights of members to appoint proxies
(1) In every notice convening a meeting of a company, the company shallinclude a prominently displayed statement informing the member of—
(a) the member's rights under section 298; and
(b) any more...
- Section 300 - Company sponsored invitations to appoint proxies
(1) If, for the purposes of a meeting, invitations are issued at the expense of the company to members to appoint as a proxy a specified person, or a number of specified persons, the company shall...
- Section 301 - Notice of appointment of proxy to be given to company
(1) This section applies to—
(a) the appointment of a proxy; and
(b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy.
(2) A provision of the...
- Section 302 - Proxy can be elected to preside at general meeting
(1) A proxy may be elected to preside at a general meeting by a resolution ofthe company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company's articles that states...
- Section 303 - Right of proxy to demand a poll at general meeting
(1) The appointment of a proxy to vote on a matter at a meeting of a companyauthorises the proxy to demand, or join in demanding, a poll on that matter.
(2) In applying section 295 to a proxy of a...
- Section 304 - Notice to be given to company of termination of proxy’s authority
(1) A member of a company who has appointed a person to act as a proxy of the member may terminate the appointment by notice.
(2) The termination of the appointment of a person to act as proxy does...
- Section 305 - Articles may confer more extensive rights on members and proxies
Sections 298 to 304 do not prevent a company’s articles from conferring more extensive rights on members or proxies than those conferred by those sections.
- Section 306 - Resolutions passed at adjourned general meeting
If a resolution is passed at an adjourned general meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and may not...
- Section 307 - Sending to members documents relating to general meetings in electronic form
(1) If a company has given an electronic address in a notice conveninga general meeting, any document or information relating to proceedings at the meeting can be sent by electronic means to that...
- Section 308 - Application of Division 3 to meetings of holders of classes of shares
(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of shares of a company as it applies to a general meeting of the...
- Section 309 - Application of Division to meetings of classes of members of company having no share capital
(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of members of a company having no share capital as it applies to a general...
- Section 310 - Public companies: annual general meeting
(1) Every public company shall hold a general meeting as its annual general meeting within six months from and including the day following its accounting reference date in each year, whether or not it...
- Section 311 - Public companies: notice of annual general meeting
(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting.
(2) An annual general meeting may be convened by...
- Section 312 - Public companies: members’ power to require circulation of resolutions for annual general meeting
(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is...
- Section 313 - Public companies; company’s duty to circulate members’ resolutions for annual general meetings
(1) A company that is required under section 312 to give notice of a resolutionshall send a copy of the resolution to each member of the company entitled to receive notice of the annual general...
- Section 314 - Public companies; expenses of circulating members’ resolutions for annual general meeting
(1) The members who requested the circulation of the resolution need not paythe expenses of the company in complying with section 313 if requests sufficient to require the company to circulate it are...
- Section 315 - Results of poll to be made available on website
(1) If a poll is taken at a general meeting of a general meeting of a quotedcompany, the company shall ensure that the following information is made available on a website—
(a) the date of the...
- Section 316 - Requirements as to website availability
(1) A quoted company shall make the information referred to in section 315 (1) available on a website that—
(a) is maintained by or on behalf of the company; and (b) identifies the company.
(2) The...
- Section 317 - Records of resolutions and meetings, etc
(1) Every company shall keep records comprising—
(a) copies of all resolutions of members passed otherwise than at general meetings;
(b) minutes of all proceedings of general meetings;...
- Section 318 - Records as evidence of resolutions, etc
(1) This section applies to the records kept in accordance with section 317.
(2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the...
- Section 319 - Records of decisions by sole member
(1) This section applies to a company that is limited by shares or by guaranteeand has only one member.
(2) If a company to which this section applies takes a decision that—
(a) can be taken by the...
- Section 320 - Inspection of records of resolutions and meetings
(1) This section applies—
(a) to a company that is required to keep records in accordance with section 317; and
(b) to those records.
(2) Except in so far as the regulations otherwise provide, a...
- Section 321 - Records of resolutions and meetings of class of members
This Division applies, with necessary modification, in relation to resolutions and meetings of—
(a) holders of a class of shares; and
(b) in the case of a company without a share capital, a class of...
- Section 322 - Shares no longer capable of being converted into stock
(1) The shares of a company may not be converted into stock.
(2) An attempt to convert a company's shares into stock has no effect.
- Section 323 - Nature of shares
The shares or other interest of a member in a company are personal property and are not in the nature of real estate.
- Section 324 - Nominal value of shares
(1) Shares in a limited company having a share capital are each required tohave a fixed nominal value.
(2) Shares in a limited company having a share capital are required to bedenominated in...
- Section 325 - Shares to be numbered
(1) Except as provided by subsections (2) and (3), a company that has ashare capital shall ensure that each of its shares is distinguished by an appropriate distinguishing number.
(2) If all of the...
- Section 326 - Transferability of shares
The shares and any other interests of a member in a company are transferable in accordance with the company’s articles.
- Section 327 - Exercise by directors of power to allot shares, etc
(1) The directors of a company shall not exercise a power of the company—(a) to allot shares in the company; or
(b) to grant rights to subscribe for, or to convert any security into, shares in the...
- Section 328 - Power of directors to allot shares etc: private company with only one class of shares
If a private company has only one class of shares, the directors may exercise any power of the company—
(a) to allot shares of that class; or
(b) to grant rights to subscribe for or to convert any...
- Section 329 - Power of directors to allot shares etc: authorisation by company
(1) The directors of a company may exercise a power of the company to—(a) allot shares in the company; or
(b) grant rights to subscribe for or to convert any security into shares in the company, only...
- Section 330 - General prohibition of commissions, discounts and allowances
(1) Except as permitted by section 331, a company shall not apply any of itsshares or capital money, either directly or indirectly, in payment of any commission, discount or allowance to any person in...
- Section 331 - Permitted commission
A company may pay a commission to a person in consideration of the person—
(a) subscribing or agreeing to subscribe whether 40 absolutely or conditionally for shares in the company; or
(b) procuring...
- Section 332 - Registration of allotment
(1) A company shall register an allotment of shares as soon as practicable andin any event within two months after the date of the allotment.
(2) If a company fails to comply with subsection (1), the...
- Section 333 - Return of allotment by limited company
(1) Within one month after making an allotment of shares, a limited companyshall lodge with the Registrar for registration a return of the allotment.
(2) The company shall ensure that the...
- Section 334 - Return of allotment by unlimited company allotting new class of shares
(1) An unlimited company that allots shares of a class with rights that are notin all respects uniform with shares previously allotted shall, within one month after making such an allotment, lodge...
- Section 335 - Offence for company to fail to lodge return of allotment for registration
(1) If a company fails to lodge a return of allotment as required by section 333 or 334, the company, and each officer of the company who is in default, commit an offence and on conviction are each...
- Section 336 - Provisions about allotment not applicable to shares taken on formation
The provisions of this Part on allotment do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
- Section 337 - Interpretation: Division 3
In this Division, a reference to the allotment of equity securities includes—
(a) the grant of a right to subscribe for, or to convert any securities into, ordinary shares in the company;...
- Section 338 - Existing shareholders’ right of pre-emption
(1) A company shall not allot equity securities to a person on any terms unless—
(a) the company has made an offer to each person who holds ordinary shares in the company to allot to the person on...
- Section 339 - Communication of pre-emption offers to shareholders
(1) This section has effect as to the manner in which offers required by section338 are to be made to holders of the shares of a company.
(2) An offer made under section 338 may be made in hard copy...
- Section 340 - Liability of company and officers in case of contravention
(1) If a company contravenes section 338 or 339, the company and each officer of the company who is in default, are jointly and severally liable to compensate any person to whom an offer should have...
- Section 341 - Exception to pre-emption right; issue for non-cash consideration
Section 338(l) does not apply in relation to the allotment of bonus shares.
- Section 342 - Exception to preemption right: securities held under employees' Sharescheme
Section 338(1) does not apply to a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash
- Section 343 - Exception to preemption right: securities held under employees' sharescheme
Section 338 does not apply to the allotment of securities that would, apart from any renunciation or assignment of the right to their allotment, be held under an employees' share scheme.
- Section 345 - Exclusion of pre-emption right: articles conferring corresponding right
(1) This section applies when, in a case in which section 338 would otherwise apply—
(a) a company's articles contain provision prohibiting the company from allotting ordinary shares of a particular...
- Section 346 - Disapplication of pre-emption rights: private company with only one class of shares
(1) The articles of a private company that has only one class of shares, or aresolution passed by the company, may confer on the directors of the company power to allot equity securities of that class...