COMPANIES ACT - 1963 (ACT 179)

    Section - 49 - Suspension of Voting Rights of Preference Shares

    (1) Notwithstanding section 31 of this Code, the Regulations may provide that the right of holders of preference shares to attend and vote at a general meeting of the company may be suspended upon such conditions as may be specified.

    (2) Notwithstanding any provision in the Regulations, any preference shares issued after the commencement of this Code shall carry the right to attend general meetings and on a poll thereat to at least one vote per share in the following circumstances, but not otherwise, that is to say,

    (a) upon any resolution during such period as the preferential dividend or any part thereof remains in arrear and unpaid, such period starting from a date not more than twelve months, or such lesser period as the Regulations may provide, after the due date of the dividend; or

    (b) upon any resolution which varies the rights attached to such shares; or

    (c) upon any resolution to remove an auditor of the company or to appoint another person in place of such auditor; or

    (d) upon any resolution for the winding up of the company or during the winding up of the company.

    (3) Subject to the provisions of section 31 of this Code and to the preceding subsections of this section, any preference shares issued after the commencement of this Code shall carry the right on a poll at a general meeting of the company to one vote, and to one vote only, in respect of each share:

    Provided that any special resolution of a company increasing the number of shares of any class may validly resolve that any existing class of preference shares shall carry the right to such votes additional to one vote per share as shall be necessary in order to preserve the existing ratio which the votes exercisable by the holders of such preference shares at a general meeting of the company bear to the total votes exercisable at the meeting.

    (4) For the purposes of subsection (2) of this section a dividend shall be deemed to be due on the date appointed in the Regulations for the payment of the dividend for any year or other period, or if no such date is appointed, upon the day immediately following the expiration of the year or other period, and whether or not such dividend shall have been earned or declared.