Clause 33

Subject to subsections (2) and (3), sections 21 and 76J, and any written law to the contrary, a share in a company confers on the holder of the share the right to one vote on a poll at a meeting of the company on any resolution.(2) A company’s constitution may provide that a member shall not be entitled to vote unless all calls or other sums personally payable by him in respect of shares in the company have been paid.(3) Subject to subsection (4) and section 64A, a right specified in subsection (1) may be negated, altered, or added to by the constitution of the company.(4) Notwithstanding subsection (3), the right of a holder of a specified share of a company to at least one vote on a poll at a meeting of the company on the following resolutions may not be negated or altered:

a resolution to wind up the company voluntarily under section 290; or

a resolution to vary any right attached to a specified share and conferred on the holder.(5) In subsection (4), “specified share” means a share in the company, by whatever name called which, but for that subsection, does not entitle the holder thereof to the right to vote at a general meeting of the company.(6) This section shall not operate so as to limit or derogate from the rights of any person under section 74.Issue of shares with different voting rights by public company64A.—

Different classes of shares in a public company may be issued only if —

the issue of the class or classes of shares is provided for in the constitution of the public company; and

the constitution of the public company sets out in respect of each class of shares the rights attached to that class of shares.(2) Without limiting subsection (1) but subject to the conditions of subsection (1)(a) and (b), shares in a public company may —

confer special, limited, or conditional voting rights; or

not confer voting rights.(3) Notwithstanding anything in subsection (1) or (2), a public company shall not undertake any issuance of shares in the public company that confers special, limited or conditional voting rights, or that confers no voting rights unless it is approved by the members of the public company by special resolution.(4) Where a public company has one or more classes of shares that confer special, limited or conditional voting rights, or that confer no voting rights, the notice of any general meeting required to be given to a person entitled to receive notice of the meeting must specify the special, limited or conditional voting rights, or the absence of voting rights, in respect of each such class of shares.(5) This section shall not operate so as to limit or derogate from the rights of any person under section 74.(6) Nothing in this section shall affect the right of a private company, subject to its constitution, to issue shares of different classes, including shares conferring special, limited or conditional voting rights or no voting rights, as the case may be.”.