Section Sch1-5 — Companies Act 1993: Voting

5 Voting (1) In the case of a meeting of shareholders held under clause 3(a) of this Schedule, 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) In the case of a meeting of shareholders held under clause 3(b) of this Schedule, 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 is conclusive evidence of that fact unless a poll is demanded in accordance with subclause (4) of this clause. (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; or (b) A shareholder or shareholders representing not less than 10 percent of the total voting rights of all shareholders having the right to vote at the meeting; or (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 percent 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) If a poll is taken, votes must be counted according to the votes attached to the shares of each shareholder present in person or by proxy and voting. (7) Subject to the constitution of the company, the chairperson of a shareholders' meeting is not entitled to a casting vote. (8) For the purposes of this clause, the instrument appointing a proxy to vote at a meeting of a company confers authority to demand or join in demanding a poll and a demand by a person as proxy for a shareholder has the same effect as a demand by the shareholder. Clause 5(4)(c) was amended, as from 3 June 1998, by section 20(1) Companies Amendment Act 1998 (1998 No 31) by inserting the expression “ ; or ” . Clause 5(4)(d) was inserted, as from 3 June 1998, by section 20(2) Companies Amendment Act 1998 (1998 No 31).