Section 334: Application to class meetings, Companies Act 2006

The following provisions of this Chapter do not apply in relation to a meeting of holders of a class of shares—

sections 303 to 305 (members' power to require directors to call general meeting), . . .

section 306 (power of court to order meeting), and

sections 311(3), 311A, 319A, 327(A1), 330(A1) and 333A (additional requirements relating to traded companies).

Section 307(1) to (6) apply in relation to a meeting of holders of a class of shares in a traded company as they apply in relation to a meeting of holders of a class of shares in a company other than a traded company (and, accordingly, section 307A does not apply in relation to such a meeting).

The following provisions (in addition to those mentioned in subsection (2)) do not apply in relation to a meeting in connection with the variation of rights attached to a class of shares (a "variation of class rights meeting")—

section 318 (quorum), and

section 321 (right to demand a poll).

The quorum for a variation of class rights meeting is—

for a meeting other than an adjourned meeting, two persons present holding at least one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares);

for an adjourned meeting, one person present holding shares of the class in question.

For the purposes of subsection (4), where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.

At a variation of class rights meeting, any holder of shares of the class in question present may demand a poll.

For the purposes of this section—

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 to be treated as a variation of those rights, and

references to the variation of rights attached to a class of shares include references to their abrogation.

Section 334: Application to class meetings

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