Section 117 — Companies Act 1993: Alteration of shareholder rights

117 Alteration of shareholder rights (1) A company must not take action that affects the rights attached to shares unless that action has been approved by a special resolution of each interest group. (2) For the purposes of subsection (1) of this section, the rights attached to a share include— (a) The rights, privileges, limitations, and conditions attached to the share by this Act or the constitution, including voting rights and rights to distributions: (b) Pre-emptive rights arising under section 45 of this Act: (c) The right to have the procedure set out in this section, and any further procedure required by the constitution for the amendment or alteration of rights, observed by the company: (d) The right that a procedure required by the constitution for the amendment or alteration of rights not be amended or altered. (3) For the purposes of subsection (1) of this section, the issue of further shares ranking equally with, or in priority to, existing shares, whether as to voting rights or distributions, is deemed to be action affecting the rights attached to the existing shares, unless— (a) The constitution of the company expressly permits the issue of further shares ranking equally with, or in priority to, those shares; or (b) The issue is made in accordance with the pre-emptive rights of shareholders under section 45 of this Act or under the constitution of the company. Subsection (3)(b) was amended, as from 1 July 1994, by section 14 Companies Act 1993 Amendment Act 1994 (1994 No 6) by inserting the words “ or under the constitution of the company ” .