ADVOKS GLOBAL · KENYA
Companies Act
308. Application of Division 3 to meetings of holders of classes of shares
Edition: 2024-12-27 · In force
308. Application of Division 3 to meetings of holders of classes of shares
(1)Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of shares of a company as it applies to a general meeting of the company.(2)Sections 277 to 280 do not apply to a meeting of holders of a class of shares.(3)In addition to the sections specified in subsection (2), sections 292 and 295 do not apply to a meeting convened to pass a resolution to vary rights attached to a class of shares.(4)The quorum for a meeting referred to in subsection (3) is—(a)for a meeting other than an adjourned meeting, at least two persons who are present and holding at least one-third in nominal value of the issued shares of the relevant class; and(b)for an adjourned meeting, one person who is present and holding shares of the relevant class.(5)For the purpose of subsection (4), a person who is present as a holder of one or more proxies is taken to hold only the shares in respect of which those proxies are authorised to exercise voting rights.(6)At such a meeting, a holder of shares of the relevant class may demand a poll if present at the meeting.(7)For the purposes of this section—(a)any amendment of a provision contained in a company's articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, is itself taken to be a variation of those rights; and(b)a reference to the variation of rights attached to a class of shares includes a reference to the abrogation of those rights.(8)Notwithstanding any other provision of this Act, the holders of any class of shares shall be entitled to vote as a group on any variation of the rights of that class if the variation—(a)increases or decreases the number of authorized shares of such class;(b)changes any of the rights or preferences of the shares of the class;(c)creates a right of the holders of any other shares to exchange or convert their shares into shares of the type or class held by the class;(d)changes the shares held by the group into a different number of shares or into shares of another class;(e)creates a new class of shares that—(i)has rights or preferences superior or substantially equal to those of the class;(ii)increases the rights and preferences of any class of shares having rights and references substantially equal to or superior to those of such class; or(iii)increases the rights and preferences of any class of shares having rights and preferences subordinate to those of such class if such an increase would then make them substantially equal or superior to those of such class;(f)limits or denies the existing pre-emptive rights of the shares of such class;(g)cancels or otherwise affects accumulated dividends on the shares of such class;(h)limits or denies the voting rights of such class; or(i)otherwise changes the rights or preferences of the shares held by such class so as to affect them adversely.