Section 5: Voting

5. Voting (1) Where a meeting of shareholders is held under paragraph 3 (1) (a), unless a poll is demanded, voting at the meeting shall be by whichever of the following methods is determined by the Chairperson of the meeting— (a) voting by voice; or (b) voting by show of hands; (2) Where a meeting of shareholders is held under paragraph 3 (1) (b), unless a poll is demanded, voting at the meeting shall be by the shareholders signifying individually their assent or dissent by voice. (3) A declaration by the Chairperson of the meeting that a resolution is carried by the requisite majority shall be conclusive evidence of that fact unless a poll is demanded in accordance with subparagraph (4). (4) At a meeting of shareholders, a poll may be demanded by— (a) not less than 5 shareholders having the right to vote at the meeting; (b) a shareholder or shareholders representing not less than 10 per cent of the total voting rights of all shareholders having the right to vote at the meeting; (c) by a shareholder or shareholders holding shares in the company that confer a right to vote at the meeting and on which the aggregate amount paid up is not less than 10 per cent of the total amount paid up on all shares that confer that right; or (d) the Chairperson of the meeting; (5) A poll may be demanded either before or after the vote is taken on a resolution. (6) Where a poll is taken, votes shall be counted according to the votes attached to the shares of each shareholder present in person or by proxy and voting. (7) The Chairperson of a shareholders’ meeting shall not be entitled to a casting vote. (8) (a) For the purposes of this paragraph, the instrument appointing a proxy to vote at a meeting of a company shall confer authority to demand or join in demanding a poll and a demand by a person as proxy for a shareholder shall have the same effect as a demand by the shareholder. (b) Subject to any rights or restrictions for the time being attached to any class of shares, every shareholder present in person or by proxy and voting by voice or by show of hands and every shareholder voting by postal vote (where this is permitted) shall have one vote. C35 – 221 [Issue 1] Companies Act (c) The Chairperson may demand a poll on a resolution either before or after a vote thereon by voice or by show of hands. (d) The demand for a poll may be withdrawn. (e) Where a poll is duly demanded, it shall, subject to subparagraph (a), be taken in such manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded. (f) A poll demanded— (i) on the election of a Chairperson or on a question of adjournment, shall be taken immediately; (ii) on any other question, shall be taken at such time and place as the meeting directs, and any business other than that on which a poll is demanded may be proceeded with pending the taking of the poll. (9) Subparagraphs (1) to (6) and (8) shall apply notwithstanding any contrary provision in any constitution adopted by the company.