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Shareholders' Rights Page 2
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Shareholders Agreement: Shareholders' Rights Page 2

50% shareholder - List of rights (and includes all rights listed below)

  • Pass an ordinary resolution. An ordinary resolution is not defined under the Companies Act 2006 (CA 2006) but is one passed by a simple majority (i.e. 50.01%) of the votes cast by the shareholders entitled to vote and present personally or by proxy at the meeting. Where CA 2006 or the articles do not specify the resolution required, an ordinary resolution will suffice and satisfies a requirement of CA 2006 for a resolution of the company or a decision of the company in a general meeting. Decisions which may be made by ordinary resolution include:

    (i) any item or routine business where CA 2006 requires approval of the matter by shareholders in general meetings;
    (ii) exercising authority to alter (but not reduce) the authorised share capital;
    (iii) provide or renew the directors' authority to allot relevant securities;
    (iv) payment of a final dividend;

    (v) capitalisation of reserves;
    (vi) approval of transactions between the company and "connected" persons;
    (vii) removal of a director (providing special notice of the resolution has been given).



25% shareholder - List of rights (and includes all rights listed below)

  • Block a special resolution
    (see above for details of special resolutions)


10% shareholder - List of rights (and includes all rights listed below)

  • The right to have the company's annual accounts audited


Read More: Go to Page 3 of Shareholders' Rights