Clause 38

A company having a share capital may by ordinary resolution convert its share capital or any class of shares from one currency to another currency.(2) A resolution under this section may authorise a company having a share capital to redenominate its share capital —

on more than one occasion; and

at a specified time or under specified circumstances.(3) The redenomination must be made at a spot rate of exchange specified in the resolution.(4) The rate referred to in subsection (3) must be either —

a rate prevailing on a day specified in the resolution; or

a rate determined by taking the average of rates prevailing on each consecutive day of a period specified in the resolution.(5) The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed.(6) A resolution under this section may specify conditions which must be met before the redenomination takes effect.(7) Redenomination in accordance with a resolution under this section takes effect —

on the day on which the resolution is passed; or

on such later day as may be determined in accordance with the resolution.(8) A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed.(9) A company’s constitution may exclude or restrict the exercise of a power conferred by this section.(10) In this section and sections 73A and 73B, “redenomination” means the conversion of share capital or any class of shares from one currency to another.Effect of redenomination 73A.—

A redenomination of shares shall not affect —

any rights or obligations of members under the company’s constitution or any restrictions affecting members under the company’s constitution; or

any entitlement to dividends (including any entitlement to dividends in a particular currency), voting rights and liability in respect of amounts remaining unpaid on shares (including liability in a particular currency).(2) For the purposes of subsection (1), the reference to a company’s constitution includes the terms on which any shares of the company are allotted or held.Notice of redenomination73B.—

Within 14 days after passing a resolution under section 73, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.(2) The notice must include the following information with respect to the company’s share capital as redenominated by the resolution:

the total number of issued shares in the company;

the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the company;

the total amount of the company’s issued share capital; and

for each class of shares —

the particulars specified in subsection (3);

the total number of issued shares in the class;

the amount paid up or regarded as paid up and the amount (if any) remaining unpaid on the total number of issued shares in the class; and

the total amount of issued share capital of the class.(3) The particulars referred to in subsection (2)(d)(i) are —

particulars of any voting rights attached to shares in the class, including rights that arise only in certain circumstances;

particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution;

particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution (including on a winding up of the company); and

whether or not shares in the class are redeemable shares.(4) If default is made in complying with this section, every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.”.