COMPANIES ACT - 1963 (ACT 179)

    Section - 170 - Procedure on Voting

    (1) Unless the company's Regulations shall otherwise provide, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by,

    (a) the chairman,

    (b) at least three members present in person or by proxy, or

    (c) any member or members present in person or by proxy and representing not less than one-twentieth of the total voting rights of all the members having the right to attend and vote on the resolution:

    Provided that any provision contained in the company's Regulations shall be void in so far as it would have the effect,

    (a) of excluding the right to demand a poll on any question other than the election of the chairman or the adjournment of the meeting; or

    (b) of making ineffective a demand for a poll on any such question which is made by the persons specified in any of paragraphs (a), (b) or (c) of this subsection.

    (2) The demand for a poll may be withdrawn.

    (3) On a show of hands each member who is personally present and entitled to vote and each proxy for any member entitled to vote shall have one vote.

    (4) Unless a poll is effectively demanded, a declaration by the chairman that a resolution has, on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution.

    (5) If a poll is effectively demanded it shall be taken at such time and in such manner as the chairman shall direct.

    (6) In lieu of directing that a poll shall be taken of those members present in person or by proxy at the poll, the chairman may direct that voting shall be by postal ballot of all the members entitled to attend and vote on the resolution; and in that event, ballot papers shall be served on members entitled to attend and vote on the resolution in the same manner as notice of the meeting is required to be given to them and such members may cast their votes either by personally completing the ballot papers or by having the same completed by any proxy of theirs whose instrument of appointment has been deposited, in accordance with subsection (4) of section 163 of this Code, not less than twenty-four hours before the time appointed for the closing of the ballot.

    (7) Notwithstanding subsection (5) of this section, a postal ballot in accordance with the immediately preceding subsection shall be directed by the chairman if,

    (a) the company's Regulations so provide; or

    (b) on or after the chairman has directed a poll, an ordinary resolution in favour of a postal ballot under this subsection is moved at the meeting and passed on a show of hands.

    (8) For all the purposes of this Code a postal ballot in accordance with subsection (6) of this section shall be deemed to be a poll.

    (9) Except as otherwise lawfully provided in the company's Regulations, on a poll each shareholder entitled to vote shall have one vote for each share held by him and each member of a company limited by guarantee shall have one vote.

    (10) On a poll a member entitled to more than one vote, or a proxy representing more than one member or a member entitled to more than one vote, need not, if he votes, use all his votes or cast all the votes he uses in the same way.

    (11) Unless the company's Regulations otherwise provide, in the case of an equality of votes, whether on a show of hands or a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.