New South Wales Consolidated Acts

LOAN FUND COMPANIES ACT 1976 - SECT 39

39 Voting rights attaching to options and shares and rights of holders thereof to attend and vote at general meetings of a loan fund company

(1) In respect of:

(a) an option to acquire loan entitlement shares in a loan fund company,

(b) qualifying shares in a loan fund company,

(c) loan entitlement shares in a loan fund company, and

(d) shares in a loan fund company of a class or description other than those referred to in paragraphs (b) and (c),

there shall, notwithstanding any provision of the Companies (New South Wales) Code to the contrary, be attached a right to exercise, subject to subsection (2), such number of votes at general meetings of the company as equals the number of whole dollars paid up, or credited as paid up, in respect of the option, qualifying shares, loan entitlement shares or other shares, including any money paid, or credited as paid, as a premium in respect thereof but excluding any money paid as a fee or penalty in respect thereof.

(2) Every holder of:

(a) an option to acquire loan entitlement shares in a loan fund company,

(b) qualifying shares in a loan fund company,

(c) loan entitlement shares in a loan fund company, or

(d) other shares in a loan fund company,

to which a voting right is attached by virtue of subsection (1) shall, notwithstanding any provision of the Companies (New South Wales) Code to the contrary, be entitled:

(e) to be given, subject to the provisions of the Companies (New South Wales) Code relating to special resolutions and agreements for shorter notice, notice of the place at which, the date on which and the time at which any general meeting of the company is to be held at least 14 days before the date of the meeting, and if any special business is to be conducted at the meeting, particulars of the nature of the business,

(f) to attend any general meeting of the company,

(g) on attending a general meeting of the company, to speak at the meeting and:

(i) in the case of a resolution put to the meeting and decided by a show of hands, to exercise one vote, or

(ii) in the case of a resolution so put in respect of which a poll is taken, to exercise the voting right conferred on the holder by subsection (1) and ascertained in accordance with that subsection as at the fourteenth day before the date of the meeting, and

(h) to be given notice in terms of paragraph (e) and to exercise the rights conferred on the holder by paragraphs (f) and (g), notwithstanding that all calls, instalments or other sums presently due and payable by the holder in respect of the option or shares held by the holder may not have been paid.

(3) Division 3 of Part V of the Companies (New South Wales) Code shall, except so far as modified by this section, apply to and in relation to holders of options to acquire loan entitlement shares in a loan fund company, being options to which voting rights are attached by virtue of subsection (1), and to and in relation to the loan entitlement shares in respect of which those options are held, in the same way as it applies to and in relation to members of the company and to and in relation to shares in the company held by those members, and for the purpose of that application:

(a) a reference to:

(i) members having the right to vote at, or entitled to attend and vote at, or holding shares conferring a right to vote at, a general meeting of a company,

(ii) members entitled to have or be sent notices of general meetings of a company,

shall be construed as including holders of options to acquire loan entitlement shares in the loan fund company, being options to which voting rights are attached by virtue of subsection (1),

(b) a reference to shareholders or holders of shares shall be construed as including the holders of any such options, and

(c) a reference to paid up share capital shall be construed as including amounts (including premiums) paid, or credited as paid, to the loan fund company in respect of options to acquire loan entitlement shares in the company but as excluding any amount so paid as a fee or penalty.

(4) Where, in relation to the calling and holding of general meetings of a loan fund company, the moving of resolutions at such meetings and the voting on those resolutions:

(a) any provision of the memorandum or articles of association of the company confers a right on, or imposes on the company an obligation towards, some of the holders of options or shares to which voting rights are attached by virtue of this section but not on other such holders, and

(b) the right so conferred or the obligation so imposed, as the case may be, is in addition to the rights conferred, or the obligations imposed, by this section,

that provision shall be deemed to apply so as to confer that right on, or impose on the company that obligation towards, those other holders in the same way and to the same extent as it confers that right, or imposes on the company that obligation towards, the first mentioned holders.

(5) For the purpose of any provision of the articles of association of a loan fund company which requires a quorum of members to be present at the time when the meeting proceeds to business, the reference to “members” shall be construed as including the holder of any option or shares to which a voting right is attached by virtue of subsection (1).