ADVOKS GLOBAL · KENYA
Companies Act
452. Resolution authorising off-market purchase: exercise of voting rights
Edition: 2024-12-27 · In force
452. Resolution authorising off-market purchase: exercise of voting rights
(1)This section applies to a resolution to confer, vary, revoke or renew an approval for the purposes of section 451.(2)If the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is not an eligible member.(3)A resolution proposed at a meeting of the company is not effective if—(a)any member of the company holding shares to which the resolution relates exercises the voting rights conferred by any of those shares in voting on the resolution; and(b)the resolution would not have been passed if the member had not done so.(4)For the purpose of subsection (3)—(a)a member who holds shares to which the resolution relates is taken to have exercised the voting rights conferred by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed, but also if the member votes on the resolution otherwise than on a poll;(b)any member of the company may demand a poll on that question; and(c)a vote and a demand for a poll by a person as proxy for a member are the same respectively as a vote and a demand by the member.