COMPANIES BILL - Department of Trade and Industry

61(3) If a company provides for participation in a meeting by electronic communication,as contemplated in subsection (2)—(a) the notice of that meeting must inform shareholders of the availability of thatform of participation, and provide any necessary information to enableshareholders or their proxies to access the available medium or means ofelectronic communication; and(b) access to the medium or means of electronic communication is at the expenseof the shareholder or proxy, except to the extent that the company determinesotherwise.(4) Voting on any matter at a shareholders meeting will be conducted by polling thosepersons who are present at the meeting and entitled to exercise voting rights on thatmatter.(5) An abstention or other failure by a person present at a meeting to exercise anyvoting rights on a resolution must be regarded as being an exercise of the voting rightsin opposition to the resolution.51015Meeting quorum and adjournment64. (1) Subject to subsections (2) to (8)—(a) a shareholders meeting may not begin until sufficient persons are present atthe meeting to exercise, in aggregate, at least 25% of all of the voting rightsthat are entitled to be exercised in respect of at least one matter to be decidedat the meeting; and(b) a matter to be decided at the meeting may not begin to be considered unlesssufficient persons are present at the meeting to exercise, in aggregate, at least25% of all of the voting rights that are entitled to be exercised on that matterat the time the matter is called on the agenda.(2) A company’s Memorandum of Incorporation may specify a lower or higherpercentage in place of the 25% required in either or both of subsection (1)(a) or (b).(3) Despite the percentage figures set out in subsection (1), or in any applicableprovisions of a company’s Memorandum of Incorporation, if a company has more thantwo shareholders, a meeting may not begin, or a matter begin to be debated, unless—(a) at least three shareholders are present at the meeting; and(b) the requirements of subsection (1) or the Memorandum of Incorporation, ifdifferent, are satisfied.(4) If, within one hour after the appointed time for a meeting to begin, therequirements of subsections (1), or (3) if applicable,(a) for that meeting to begin have not been satisfied, the meeting is postponedwithout motion, vote or further notice, for one week;(b) for consideration of a particular matter to begin have not been satisfied—(i) if there is other business on the agenda of the meeting, consideration ofthat matter may be postponed to a later time in the meeting withoutmotion or vote; or(ii)if there is no other business on the agenda of the meeting, the meeting isadjourned for one week, without motion or vote.(5) The person intended to preside at a meeting that cannot begin due to the operationof subsection (1)(a), or (3) if applicable, may extend the one-hour limit allowed insubsection (4) for a reasonable period on the grounds that—(a)exceptional circumstances affecting weather, transportation or electroniccommunication have generally impeded or are generally impeding the abilityof shareholders to be present at the meeting; or(b) one or more particular shareholders, having been delayed, have communicatedan intention to attend the meeting, and those shareholders, together withothers in attendance, would satisfy the requirements of subsection (1), or (3)if applicable.(6) A company’s Memorandum of Incorporation or rules may specify a different timein substitution for—(a)the period of one hour contemplated in subsections (4) and (5), respectively;or(b) the period of one week contemplated in subsection (4).(7) A company is not required to give further notice of a meeting that is postponed oradjourned in terms of subsection (4), unless the location for the meeting is differentfrom—202530354045505560