• PART 13 PART 13 RESOLUTIONS AND MEETINGS

    • CHAPTER 1 CHAPTER 1 GENERAL PROVISIONS ABOUT RESOLUTIONS

      • 297. Resolutions

        (1) A resolution of the members (or of a class of members) of a private company must be passed—
        (a) as a written resolution in accordance with Chapter 2, or
        (b) at a meeting of the members (to which the provisions of Chapter 3 apply).
        (2) A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 apply).
        (3) Where a provision of these Regulations—
        (a) requires a resolution of a company, or of the members (or a class of members) of a company, and
        (b) does not specify what kind of resolution is required,
        what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity).
        (4) Nothing in this Part affects any rule of law applicable in the Abu Dhabi Global Market as to—
        (a) things done otherwise than by passing a resolution,
        (b) circumstances in which a resolution is or is not treated as having been passed, or
        (c) cases in which a person is precluded from alleging that a resolution has not been duly passed.

      • 298. Ordinary resolutions

        (1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.
        (2) A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members (see Chapter 2).
        (3) A resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of the votes cast by those entitled to vote.
        (4) A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of members who (being entitled to do so) vote in person, by proxy or in advance (see section 340 (voting on a poll: votes cast in advance)) on the resolution.
        (5) Anything that may be done by ordinary resolution may also be done by special resolution.

      • 299. Special resolutions

        (1) A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.
        (2) A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members (see Chapter 2).
        (3) Where a resolution of a private company is passed as a written resolution—
        (a) the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and
        (b) if the resolution so stated, it may only be passed as a special resolution.
        (4) A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of the votes cast by those entitled to vote.
        (5) A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote in person, by proxy or in advance (see section 340 (voting on a poll: votes cast in advance)) on the resolution.
        (6) Where a resolution is passed at a meeting—
        (a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and
        (b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.

      • 300. Votes: general rules

        (1) On a vote on a written resolution—
        (a) in the case of a company having a share capital, every member has one vote in respect of each share held by him, and
        (b) in any other case, every member has one vote.
        (2) On a vote on a resolution on a show of hands at a meeting, each member present in person has one vote.
        (3) On a vote on a resolution on a poll taken at a meeting—
        (a) in the case of a company having a share capital, every member has one vote in respect of each share held by him, and
        (b) in any other case, every member has one vote.
        (4) The provisions of this section have effect subject to any provision of the company's articles.
        (5) Nothing in this section is to be read as restricting the effect of—

        section 142 (exercise of rights where shares held on behalf of others: exercise in different ways),

        section 301 (voting by proxy),

        section 339 (voting on a poll),

        section 340 (voting on a poll: votes cast in advance), or

        section 341 (representation of corporations at meetings).

      • 301. Voting by proxy

        (1) On a vote on a resolution on a show of hands at a meeting, every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote.

        This is subject to subsection (2).
        (2) On a vote on a resolution on a show of hands at a meeting, a proxy has one vote for and one vote against the resolution if—
        (a) the proxy has been duly appointed by more than one member entitled to vote on the resolution, and
        (b) the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it.
        (3) On a poll taken at a meeting of a company all or any of the voting rights of a member may be exercised by one or more duly appointed proxies.
        (4) Where a member appoints more than one proxy, subsection (3) does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.
        (5) Subsections (1) and (2) have effect subject to any provision of the company's articles.

      • 302. Voting rights on poll or written resolution

        In relation to a resolution required or authorised by these Regulations or any other law or regulation applicable in the Abu Dhabi Global Market, a member of a private company has the same number of votes in relation to the resolution when it is passed on a poll as the member has when it is passed as a written resolution irrespective of any provision to the contrary in that company's articles.

      • 303. Votes of joint holders of shares

        (1) In the case of joint holders of shares of a company, only the vote of the senior holder who votes (and any proxies duly authorised by him) may be counted by the company.
        (2) For the purposes of this section, the senior holder of a share is determined by the order in which the names of the joint holders appear in the register of members, the senior holder being the person whose name appears first.
        (3) Subsections (1) and (2) have effect subject to any provision of the company's articles.

      • 304. Saving for provisions of articles as to determination of entitlement to vote

        Nothing in this Chapter affects—

        (a) any provision of a company's articles—
        (i) requiring an objection to a person's entitlement to vote on a resolution to be made in accordance with the articles, and
        (ii) for the determination of any such objection to be final and conclusive, or
        (b) the grounds on which such a determination may be questioned in legal proceedings.

    • CHAPTER 2 CHAPTER 2 WRITTEN RESOLUTIONS

      • General provisions about written resolutions

        • 305. Written resolutions of private companies

          (1) In these Regulations a "written resolution" means a resolution of a private company proposed and passed in accordance with this Chapter.
          (2) The following may not be passed as a written resolution unless the company is a sole member company:
          (a) a resolution under section 158 (resolution to remove a director) removing a director before the expiration of his period in office, or
          (b) a resolution under section 479 (resolution removing auditor from office) removing an auditor before expiration of his term in office.
          (3) A resolution may be proposed as a written resolution—
          (a) by the directors of a private company (see section 308 (circulation of written resolutions proposed by directors)), or
          (b) by the members of a private company (see sections 309 (members' power to require circulation of written resolution) to 312 (application not to circulate members' statement)).
          (4) References in any law or regulation applicable to the Abu Dhabi Global Market to—
          (a) a resolution of a company in general meeting, or
          (b) a resolution of a meeting of a class of members of the company,
          have effect as if they included references to a written resolution of the members, or of a class of members, of a private company (as appropriate).
          (5) A written resolution of a private company has effect as if passed (as the case maybe)—
          (a) by the company in general meeting, or
          (b) by a meeting of a class of members of the company,
          and references in these Regulations, or any other law or regulation applicable in the Abu Dhabi Global Market to a meeting at which a resolution is passed or to members voting in favour of a resolution shall be construed accordingly.

        • 306. Eligible members

          (1) In relation to a resolution proposed as a written resolution of a private company, the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution (see section 307 (circulation date)).
          (2) If the persons entitled to vote on a written resolution change during the course of the day that is the circulation date of the resolution, the eligible members are the persons entitled to vote on the resolution at the time that the first copy of the resolution is sent or submitted to a member for his agreement.

        • 307. Circulation date

          References in this Part to the circulation date of a written resolution are to the date on which copies of it are sent or submitted to members in accordance with this Chapter (or if copies are sent or submitted to members on different days, to the first of those days).

        • 308. Circulation of written resolutions proposed by directors

          (1) This section applies to a resolution proposed as a written resolution by the directors of the company.
          (2) The company must send or submit a copy of the resolution to every eligible member.
          (3) The company must do so—
          (a) by sending copies at the same time (so far as reasonably practicable) to all eligible members in hard copy form, in electronic form or by means of a website, or
          (b) if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn),
          or by sending copies to some members in accordance with subsection(3)(a) and submitting a copy or copies to other members in accordance with subsection (3)(b).
          (4) The copy of the resolution must be accompanied by a statement informing the member—
          (a) how to signify agreement to the resolution (see section 313 (procedure for signifying agreement to written resolution), and
          (b) as to the date by which the resolution must be passed if it is not to lapse (see section 314 (period for agreeing to written resolution)).
          (5) In the event of default in complying with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
          (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 2 fine.
          (7) The validity of the resolution, if passed, is not affected by a failure to comply with this section.

        • 309. Members' power to require circulation of written resolution

          (1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
          (2) Any resolution may properly be moved as a written resolution unless—
          (a) it would, if passed, be ineffective (whether by reason of inconsistency with any law or regulation applicable to the Abu Dhabi Global Market or the company's constitution or otherwise),
          (b) it is defamatory of any person, or
          (c) it is frivolous or vexatious.
          (3) Where the members require a company to circulate a resolution they may require the company to circulate with it a statement of not more than 1,000 words on the subject matter of the resolution.
          (4) A company is required to circulate the resolution and any accompanying statement once it has received requests that it do so from members representing not less than the requisite percentage of the total voting rights of all members entitled to vote on the resolution.
          (5) The "requisite percentage" is 5% or such lower percentage as is specified for this purpose in the company's articles.
          (6) A request—
          (a) may be in hard copy form or in electronic form,
          (b) must identify the resolution and any accompanying statement, and
          (c) must be authenticated by the person or persons making it.

        • 310. Circulation of written resolutions proposed by members

          (1) A company that is required under section 309 (members' power to require circulation of written resolution) to circulate a resolution must send or submit to every eligible member—
          (a) a copy of the resolution, and
          (b) a copy of any accompanying statement (if any).
          This is subject to section 311(2) (deposit or tender of sum in respect of expenses of circulation) and section 312 (application not to circulate members' statement).
          (2) The company must do so—
          (a) by sending copies at the same time (so far as reasonably practicable) to all eligible members in hard copy form, in electronic form or by means of a website, or
          (b) if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn),
          or by sending copies to some members in accordance with subsection (2)(a) and submitting a copy or copies to other members in accordance with subsection (2)(b).
          (3) The company must send or submit the copies (or, if copies are sent or submitted to members on different days, the first of those copies) not more than 21 days after it becomes subject to the requirement under section 309 (members' power to require circulation of written resolution) to circulate the resolution.
          (4) The copy of the resolution must be accompanied by guidance as to—
          (a) how to signify agreement to the resolution (see section 313 (procedure for signifying agreement to written resolution)), and
          (b) the date by which the resolution must be passed if it is not to lapse (see section 314 (period for agreeing to written resolution)).
          (5) In the event of default in complying with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
          (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 2 fine.
          (7) The validity of the resolution, if passed, is not affected by a failure to comply with this section.

        • 311. Expenses of circulation

          (1) The expenses of the company in complying with section 310 (circulation of written resolution proposed by members) must be paid by the members who requested the circulation of the resolution unless the company resolves otherwise.
          (2) Unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it a sum reasonably sufficient to meet its expenses in doing so.

        • 312. Application not to circulate members' statement

          (1) A company is not required to circulate a members' statement under section 310 (circulation of written resolution proposed by members) if, on an application by the company or another person who claims to be aggrieved, the Court is satisfied that the rights conferred by section 309 (members' power to require circulation of written resolution) and that section are being abused.
          (2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company's costs on such an application, even if they are not parties to the application.

        • 313. Procedure for signifying agreement to written resolution

          (1) A member signifies his agreement to a proposed written resolution when the company receives from him (or from someone acting on his behalf) an authenticated document—
          (a) identifying the resolution to which it relates, and
          (b) indicating his agreement to the resolution.
          (2) The document must be sent to the company in hard copy form or in electronic form.
          (3) A member's agreement to a written resolution, once signified, may not be revoked.
          (4) A written resolution is passed when the required majority of eligible members have signified their agreement to it.

        • 314. Period for agreeing to written resolution

          (1) A proposed written resolution lapses if it is not passed before the end of—
          (a) the period specified for this purpose in the company's articles, or
          (b) if none is specified, the period of 28 days beginning with the circulation date.
          (2) The agreement of a member to a written resolution is ineffective if signified after the expiry of that period.

        • 315. Sending documents relating to written resolutions by electronic means

          (1) Where a company has given an electronic address in any document containing or accompanying a proposed written resolution, it is deemed to have agreed that any document or information relating to that resolution may be sent by electronic means to that address (subject to any conditions or limitations specified in the document).
          (2) In this section "electronic address" means any address or number used for the purposes of sending or receiving documents or information by electronic means.

        • 316. Publication of written resolution on website

          (1) This section applies where a company sends—
          (a) a written resolution, or
          (b) a statement relating to a written resolution,
          to a person by means of a website.
          (2) The resolution or statement is not validly sent for the purposes of this Chapter unless the resolution is available on the website throughout the period beginning with the circulation date and ending on the date on which the resolution lapses under section 314 (period for agreeing to written resolution).

        • 317. Relationship between this Chapter and provisions of company's articles

          A provision of the articles of a private company is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in these Regulations or any other law or regulation applicable in the Abu Dhabi Global Market could not be proposed and passed as a written resolution.

    • CHAPTER 3 CHAPTER 3 RESOLUTIONS AT MEETINGS

      • General provisions about resolutions at meetings

        • 318. Resolutions at general meetings

          A resolution of the members of a company is validly passed at a general meeting if—

          (a) notice of the meeting and of the resolution is given, and
          (b) the meeting is held and conducted,

          in accordance with the provisions of this Chapter and the company's articles.

        • 319. Directors' power to call general meetings

          The directors of a company may call a general meeting of the company.

        • 320. Members' power to require directors to call general meeting

          (1) The members of a company may require the directors to call a general meeting of the company.
          (2) The directors are required to call a general meeting once the company has received requests to do so from—
          (a) members representing at least 5% of such of the paid-up capital of the company as carries the right of voting at general meetings of the company (excluding any paid-up capital held as treasury shares), or
          (b) in the case of a company not having a share capital, members who represent at least 5% of the total voting rights of all the members having a right to vote at general meetings.
          (3) A request—
          (a) must state the general nature of the business to be dealt with at the meeting, and
          (b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
          (4) A resolution may properly be moved at a meeting unless—
          (a) it would, if passed, be ineffective (whether by reason of inconsistency with any law or regulation applicable to the Abu Dhabi Global Market or the company's constitution or otherwise),
          (b) it is defamatory of any person, or
          (c) it is frivolous or vexatious.
          (5) A request—
          (a) may be in hard copy form or in electronic form, and
          (b) must be authenticated by the person or persons making it.

        • 321. Directors' duty to call meetings required by members

          (1) Directors required under section 320 (members' power to require directors to call general meeting) to call a general meeting of the company must call a meeting—
          (a) within 21 days from the date on which they become subject to the requirement, and
          (b) to be held on a date not more than 28 days after the date of the notice convening the meeting.
          (2) If the requests received by the company identify a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
          (3) The business that may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.
          (4) If the resolution is to be proposed as a special resolution, the directors are treated as not having duly called the meeting if they do not give the required notice of the resolution in accordance with section 299 (special resolutions).

        • 322. Power of members to call meeting at company's expense

          (1) If the directors—
          (a) are required under section 320 (members' power to require directors to call general meeting) to call a meeting, and
          (b) do not do so in accordance with section 321 (directors' duty to call meetings required by members),
          the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.
          (2) Where the requests received by the company included the text of a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
          (3) The meeting must be called for a date not more than three months after the date on which the directors become subject to the requirement to call a meeting.
          (4) The meeting must be called in the same manner, as nearly as possible, as that in which meetings are required to be called by directors of the company.
          (5) The business which may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.
          (6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company.
          (7) Any sum so reimbursed shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of the services of such of the directors as were in default.

        • 323. Power of Court to order meeting

          (1) This section applies if for any reason it is impracticable—
          (a) to call a meeting of a company in any manner in which meetings of that company may be called, or
          (b) to conduct the meeting in the manner prescribed by the company's articles or these Regulations.
          (2) The Court may, either of its own motion or on the application—
          (a) of a director of the company, or
          (b) of a member of the company who would be entitled to vote at the meeting,
          order a meeting to be called, held and conducted in any manner the Court thinks fit.
          (3) Where such an order is made, the Court may give such ancillary or consequential directions as it thinks expedient.
          (4) Such directions may include a direction that one member of the company present at the meeting be deemed to constitute a quorum.
          (5) A meeting called, held and conducted in accordance with an order under this section is deemed for all purposes to be a meeting of the company duly called, held and conducted.

        • 324. Notice required of general meeting

          (1) A general meeting of a private company (other than an adjourned meeting) must be called by notice of at least 14 days.
          (2) A general meeting of a public company (other than an adjourned meeting) must be called by notice of—
          (a) in the case of an annual general meeting, at least 21 days, and
          (b) in any other case, at least 14 days.
          (3) The company's articles may require a longer period of notice than that specified in subsection (1) or (2).
          (4) A general meeting may be called by shorter notice than that otherwise required if shorter notice is agreed by the members.
          (5) The shorter notice must be agreed to by a majority in number of the members having a right to attend and vote at the meeting, being a majority who together represent not less than the requisite percentage of the total voting rights at that meeting of all the members.
          (6) The requisite percentage is—
          (a) in the case of a private company, 90% or such higher percentage (not exceeding 95%) as may be specified in the company's articles,
          (b) in the case of a public company, 95%.
          (7) Subsections (5) and (6) do not apply to an annual general meeting of a public company (see instead section 356(2) (public companies: notice of AGM)).

        • 325. Manner in which notice to be given

          Notice of a general meeting of a company must be given—

          (a) in hard copy form,
          (b) in electronic form, or
          (c) by means of a website (see section 326 (publication of notice of meeting on website)),

          or partly by one such means and partly by another.

        • 326. Publication of notice of meeting on website

          (1) Notice of a meeting is not validly given by a company by means of a website unless it is given in accordance with this section.
          (2) When the company notifies a member of the presence of the notice on the website the notification must—
          (a) state that it concerns a notice of a company meeting,
          (b) specify the place, date and time of the meeting, and
          (c) in the case of a public company, state whether the meeting will be an annual general meeting.
          (3) The notice must be available on the website throughout the period beginning with the date of that notification and ending with the conclusion of the meeting.

        • 327. Persons entitled to receive notice of meetings

          (1) Notice of a general meeting of a company must be sent to—
          (a) every member of the company, and
          (b) every director.
          (2) In subsection (1), the reference to members includes any person who is entitled to a share in consequence of the death or bankruptcy of a member, if the company has been notified of their entitlement.
          (3) This section has effect subject to—
          (a) any other law or regulation applicable in the Abu Dhabi Global Market, and
          (b) any provision of the company's articles.

        • 328. Contents of notices of meetings

          (1) Notice of a general meeting of a company must state—
          (a) the time and date of the meeting, and
          (b) the place of the meeting.
          (2) Notice of a general meeting of a company must state the general nature of the business to be dealt with at the meeting.

          This subsection has effect subject to any provision of the company's articles.

        • 329. Resolution requiring special notice

          (1) Where by any provision of these Regulations special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.
          (2) The company must, where practicable, give its members notice of any such resolution in the same manner and at the same time as it gives notice of the meeting.
          (3) Where that is not practicable, the company must give its members notice at least 14 days before the meeting—
          (a) by advertisement in a newspaper having an appropriate circulation, or
          (b) in any other manner allowed by the company's articles.
          (4) If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is deemed to have been properly given, though not given within the time required.

        • 330. Accidental failure to give notice of resolution or meeting

          (1) Where a company gives notice of—
          (a) a general meeting, or
          (b) a resolution intended to be moved at a general meeting,
          any accidental failure to give notice to one or more persons shall be disregarded for the purpose of determining whether notice of the meeting or resolution (as the case may be) is duly given.
          (2) Except in relation to notice given under—
          (a) section 321 (directors' duty to call meetings required by members),
          (b) section 322 (power of members to call meeting at company's expense), or
          (c) section 358 (public companies: company's duty to circulate members' resolutions for AGMs),
          subsection (1) has effect subject to any provision of the company's articles.

        • 331. Members' power to require circulation of statements

          (1) The members of a company may require the company to circulate, to members of the company entitled to receive notice of a general meeting, a statement of not more than 1,000 words with respect to—
          (a) a matter referred to in a proposed resolution to be dealt with at that meeting, or
          (b) other business to be dealt with at that meeting.
          (2) A company is required to circulate a statement once it has received requests to do so from—
          (a) members representing at least 5% of the total voting rights of all the members who have a relevant right to vote (excluding any voting rights attached to any shares in the company held as treasury shares), or
          (b) at least 100 members who have a relevant right to vote.
          See also section 143 (exercise of rights where shares held on behalf of others: members' requests).
          (3) In subsection (2), a "relevant right to vote" means—
          (a) in relation to a statement with respect to a matter referred to in a proposed resolution, a right to vote on that resolution at the meeting to which the requests relate, and
          (b) in relation to any other statement, a right to vote at the meeting to which the requests relate.
          (4) A request—
          (a) may be in hard copy form or in electronic form,
          (b) must identify the statement to be circulated,
          (c) must be authenticated by the person or persons making it, and
          (d) must be received by the company at least one week before the meeting to which it relates.

        • 332. Company's duty to circulate members' statement

          (1) A company that is required under section 331 (members' power to require circulation of statements) to circulate a statement must send a copy of it to each member of the company entitled to receive notice of the meeting—
          (a) in the same manner as the notice of the meeting, and
          (b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.
          (2) Subsection (1) has effect subject to section 333(2)(deposit or tender of sum in respect of expenses of circulation) and section 334 (application not to circulate members' statement).
          (3) In the event of default in complying with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

        • 333. Expenses of circulating members' statement

          (1) The expenses of the company in complying with section 331 (members' power to require circulation of statements) need not be paid by the members who requested the circulation of the statement if—
          (a) the meeting to which the requests relate is an annual general meeting of a public company, and
          (b) requests sufficient to require the company to circulate the statement are received before the end of the financial year preceding the meeting.
          (2) Otherwise—
          (a) the expenses of the company in complying with that section must be paid by the members who requested the circulation of the statement unless the company resolves otherwise, and
          (b) unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it, not later than one week before the meeting, a sum reasonably sufficient to meet its expenses in doing so.

        • 334. Application not to circulate members' statement

          (1) A company is not required to circulate a members' statement under section 332 (company's duty to circulate members' statement) if, on an application by the company or another person who claims to be aggrieved, the Court is satisfied that the rights conferred by section 331 (members' power to require circulation of statements) and that section are being abused.
          (2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company's costs on such an application, even if they are not parties to the application.

        • 335. Quorum at meetings

          (1) In the case of a company limited by shares or guarantee and having only one member, one qualifying person present at a meeting is a quorum.
          (2) In any other case, subject to the provisions of the company's articles, two (2) qualifying persons present at a meeting are a quorum, unless—
          (a) each is a qualifying person only because he is authorised under section 341 (representation of corporations at meetings) to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or
          (b) each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member.
          (3) For the purposes of this section a "qualifying person" means—
          (a) an individual who is a member of the company,
          (b) a person authorised under section 341 (representation of corporations at meetings) to act as the representative of a corporation in relation to the meeting, or
          (c) a person appointed as proxy of a member in relation to the meeting.

        • 336. Chairman of meeting

          (1) A member may be elected to be the chairman of a general meeting by a resolution of the company passed at the meeting.
          (2) Subsection (1) is subject to any provision of the company's articles that states who may or may not be chairman.

        • 337. Declaration by chairman on a show of hands

          (1) On a vote on a resolution at a meeting on a show of hands, a declaration by the chairman that the resolution—
          (a) has or has not been passed, or
          (b) passed with a particular majority,
          is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
          (2) An entry in respect of such a declaration in minutes of the meeting recorded in accordance with section 360 (records of resolutions and meetings etc) is also conclusive evidence of that fact without such proof.
          (3) This section does not have effect if a poll is demanded in respect of the resolution (and the demand is not subsequently withdrawn).

        • 338. Right to demand a poll

          (1) A provision of a company's articles is void in so far as it would have the effect of excluding the right to demand a poll at a general meeting on any question other than—
          (a) the election of the chairman of the meeting, or
          (b) the adjournment of the meeting.
          (2) A provision of a company's articles is void in so far as it would have the effect of making ineffective a demand for a poll on any such question which is made—
          (a) by not less than five (5) members having the right to vote on the resolution, or
          (b) by a member or members representing not less than 10% of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the company held as treasury shares), or
          (c) by a member or members holding shares in the company conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding shares in the company conferring a right to vote on the resolution which are held as treasury shares).

        • 339. Voting on a poll

          On a poll taken at a general meeting of a company, 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.

        • 340. Voting on a poll: votes cast in advance

          (1) A company's articles may contain provision to the effect that on a vote on a resolution on a poll taken at a meeting, the votes may include votes cast in advance.
          (2) Any such provision in relation to voting at a general meeting may be made subject only to such requirements and restrictions as are—
          (a) necessary to ensure the identification of the person voting, and
          (b) proportionate to the achievement of that objective.
          Nothing in this subsection affects any power of a company to require reasonable evidence of the entitlement of any person who is not a member to vote.
          (3) Any provision of a company's articles is void in so far as it would have the effect of requiring any document casting a vote in advance to be received by the company or another person earlier than the following time—
          (a) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll, and
          (b) in the case of any other poll, 48 hours before the time for holding the meeting or adjourned meeting.
          (4) In calculating the periods mentioned in subsection (3), no account is to be taken of any part of a day that is not a working day.

        • 341. Representation of corporations at meetings

          (1) If a corporation (whether or not a company within the meaning of these Regulations) is a member of a company, it may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any meeting of the company.
          (2) A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the company.

          Where a corporation authorises more than one person, this subsection is subject to subsections (3) and (4).
          (3) On a vote on a resolution on a show of hands at a meeting of the company, each authorised person has the same voting rights as the corporation would be entitled to.
          (4) Where subsection (3) does not apply and more than one authorised person purports to exercise a power under subsection (2) in respect of the same shares—
          (a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and
          (b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.

        • 342. Rights to appoint proxies

          (1) A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company.
          (2) In the case of a company having a share capital, a member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him.

        • 343. Obligation of proxy to vote in accordance with instructions

          A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed.

        • 344. Notice of meeting to contain statement of rights

          (1) In every notice calling a meeting of a company there must appear, with reasonable prominence, a statement informing the member of—
          (a) his rights under section 342 (rights to appoint proxies), and
          (b) any more extensive rights conferred by the company's articles to appoint more than one proxy.
          (2) Failure to comply with this section does not affect the validity of the meeting or of anything done at the meeting.
          (3) If this section is not complied with as respects any meeting, a contravention of these Regulations is committed by every officer of the company who is in default.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

        • 345. Company-sponsored invitations to appoint proxies

          (1) If for the purposes of a meeting there are issued at the company's expense invitations to members to appoint as proxy a specified person or a number of specified persons, the invitations must be issued to all members entitled to vote at the meeting.
          (2) Subsection (1) is not contravened if—
          (a) there is issued to a member at his request a form of appointment naming the proxy or a list of persons willing to act as proxy, and
          (b) the form or list is available on request to all members entitled to vote at the meeting.
          (3) If subsection (1) is contravened as respects a meeting, a contravention of these Regulations is committed by every officer of the company who is in default.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.

        • 346. Notice required of appointment of proxy etc

          (1) The following provisions apply as regards —
          (a) the appointment of a proxy, and
          (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy.
          (2) Any provision of the company's articles is void in so far as it would have the effect of requiring any such appointment or document to be received by the company or another person earlier than the following time—
          (a) in the case of a meeting or adjourned meeting, 48 hours before the time for holding the meeting or adjourned meeting,
          (b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll,
          (c) in the case of a poll taken not more than 48 hours after it was demanded, the time at which it was demanded.
          (3) In calculating the periods mentioned in subsection (2) no account shall be taken of any part of a day that is not a working day.

        • 347. Chairing meetings

          (1) A proxy may be elected to be the chairman of a general meeting by a resolution of the company passed at the meeting.
          (2) Subsection (1) is subject to any provision of the company's articles that states who may or who may not be chairman.

        • 348. Right of proxy to demand a poll

          (1) The appointment of a proxy to vote on a matter at a meeting of a company authorises the proxy to demand, or join in demanding, a poll on that matter.
          (2) In applying the provisions of section 338(2)(requirements for effective demand), a demand by a proxy counts—
          (a) for the purposes of subsection(2)(a), as a demand by the member,
          (b) for the purposes of subsection(2)(b), as a demand by a member representing the voting rights that the proxy is authorised to exercise,
          (c) for the purposes of subsection(2)(c), as a demand by a member holding the shares to which those rights are attached.

        • 349. Notice required of termination of proxy's authority

          (1) The following provisions apply as regards notice that the authority of a person to act as proxy is terminated ("notice of termination").
          (2) The termination of the authority of a person to act as proxy does not affect—
          (a) whether he counts in deciding whether there is a quorum at a meeting,
          (b) the validity of anything he does as chairman of a meeting, or
          (c) the validity of a poll demanded by him at a meeting,
          unless the company receives notice of the termination before the commencement of the meeting.
          (3) The termination of the authority of a person to act as proxy does not affect the validity of a vote given by that person unless the company receives notice of the termination—
          (a) before the commencement of the meeting or adjourned meeting at which the vote is given, or
          (b) in the case of a poll taken more than 48 hours after it is demanded, before the time appointed for taking the poll.
          (4) If the company's articles require or permit members to give notice of termination to a person other than the company, the references above to the company receiving notice have effect as if they were or (as the case may be) included a reference to that person.
          (5) Subsections (2) and (3) have effect subject to any provision of the company's articles which has the effect of requiring notice of termination to be received by the company or another person at a time earlier than that specified in those subsections.

          This is subject to subsection (6).
          (6) Any provision of the company's articles is void in so far as it would have the effect of requiring notice of termination to be received by the company or another person earlier than the following time—
          (a) in the case of a meeting or adjourned meeting, 48 hours before the time for holding the meeting or adjourned meeting,
          (b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll,
          (c) in the case of a poll taken not more than 48 hours after it was demanded, the time at which it was demanded.
          (7) In calculating the periods mentioned in subsections (3)(b) and (6) no account shall be taken of any part of a day that is not a working day.

        • 350. Saving for more extensive rights conferred by articles

          Nothing in sections 342 (rights to appoint proxies) to 349 (notice required of termination of proxy's authority) prevents a company's articles from conferring more extensive rights on members or proxies than are conferred by those sections.

        • 351. Resolution passed at adjourned meeting

          Where a resolution is passed at an adjourned meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and is not to be deemed passed on any earlier date.

        • 352. Sending documents relating to meetings etc in electronic form

          (1) Where a company has given an electronic address in a notice calling a meeting, it is deemed to have agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).
          (2) Where a company has given an electronic address—
          (a) in an instrument of proxy sent out by the company in relation to the meeting, or
          (b) in an invitation to appoint a proxy issued by the company in relation to the meeting,
          it is deemed to have agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).
          (3) In subsection (2), documents relating to proxies include—
          (a) the appointment of a proxy in relation to a meeting,
          (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, and
          (c) notice of the termination of the authority of a proxy.
          (4) In this section "electronic address" means any address or number used for the purposes of sending or receiving documents or information by electronic means.

        • 353. Application to class meetings

          (1) The provisions of this Chapter apply (with necessary modifications) in relation to a meeting of holders of a class of shares as they apply in relation to a general meeting.

          This is subject to subsections (2) to (3).
          (2) The following provisions of this Chapter do not apply in relation to a meeting of holders of a class of shares—
          (a) sections 320 (members' power to require directors to call general meeting) to 322 (power of members to call meeting at company's expense), and
          (b) section 323 (power of Court to order meeting).
          (3) 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")—
          (a) section 335 (quorum at meetings), and
          (b) section 338 (right to demand a poll).
          (4) The quorum for a variation of class rights meeting is—
          (a) for a meeting other than an adjourned meeting, two persons present holding at least one-third in number of the issued shares of the class in question (excluding any shares of that class held as treasury shares),
          (b) for an adjourned meeting, one person present holding shares of the class in question.
          (5) 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.
          (6) At a variation of class rights meeting, any holder of shares of the class in question present may demand a poll.
          (7) For the purposes of this section—
          (a) 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
          (b) references to the variation of rights attached to a class of shares include references to their abrogation.

        • 354. Application to class meetings: companies without a share capital

          (1) The provisions of this Chapter apply (with necessary modifications) in relation to a meeting of a class of members of a company without a share capital as they apply in relation to a general meeting.

          This is subject to subsections (2) and (3).
          (2) The following provisions of this Chapter do not apply in relation to a meeting of a class of members—
          (a) sections 320 (members' power to require directors to call general meeting) to 322 (power of members to call meeting at company's expense), and
          (b) section 323 (power of Court to order meeting).
          (3) 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 the rights of a class of members (a "variation of class rights meeting")—
          (a) section 335 (quorum at meetings), and
          (b) section 338 (right to demand a poll).
          (4) The quorum for a variation of class rights meeting is—
          (a) for a meeting other than an adjourned meeting, two (2) members of the class present (in person or by proxy) who together represent at least one-third of the voting rights of the class, and
          (b) for an adjourned meeting, one (1) member of the class present (in person or by proxy).
          (5) At a variation of class rights meeting, any member present (in person or by proxy) may demand a poll.
          (6) For the purposes of this section—
          (a) any amendment of a provision contained in a company's articles for the variation of the rights of a class of members, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights, and
          (b) references to the variation of rights of a class of members include references to their abrogation.

        • 355. Public companies: annual general meeting

          (1) Every public company must hold a general meeting as its annual general meeting in each period of 6 months beginning with the day following its accounting reference date (in addition to any other meetings held during that period).
          (2) A company that fails to comply with subsection (1) as a result of giving notice under section 381 (alteration of accounting reference date)—
          (a) specifying a new accounting reference date, and
          (b) stating that the current accounting reference period or the previous accounting reference period is to be shortened,
          shall be treated as if it had complied with subsection (1) if it holds a general meeting as its annual general meeting within three (3) months of giving that notice.
          (3) If a company fails to comply with subsection (1), a contravention of these Regulations is committed by every officer of the company who is in default.
          (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

        • 356. Public companies: notice of AGM

          (1) A notice calling an annual general meeting of a public company must state that the meeting is an annual general meeting.
          (2) An annual general meeting of a public company may be called by shorter notice than that required by section 324(2)(notice required of general meeting) or by the company's articles (as the case may be), if all the members entitled to attend and vote at the meeting agree to the shorter notice.

        • 357. Public companies: members' power to require circulation of resolutions for AGMs

          (1) The members of a public company may require the company to give, to members of the company entitled to receive notice of the next annual general meeting, notice of a resolution which may properly be moved and is intended to be moved at that meeting.
          (2) A resolution may properly be moved at an annual general meeting unless—
          (a) it would, if passed, be ineffective (whether by reason of inconsistency with any law or regulation applicable to the Abu Dhabi Global Market or the company's constitution or otherwise),
          (b) it is defamatory of any person, or
          (c) it is frivolous or vexatious.
          (3) A company is required to give notice of a resolution once it has received requests that it do so from—
          (a) members representing at least 5% of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate (excluding any voting rights attached to any shares in the company held as treasury shares), or
          (b) at least 100 members who have a right to vote on the resolution at the annual general meeting to which the requests relate.
          See also section 143 (exercise of rights where shares held on behalf of others: members' requests).
          (4) A request—
          (a) may be in hard copy form or in electronic form,
          (b) must identify the resolution of which notice is to be given,
          (c) must be authenticated by the person or persons making it, and
          (d) must be received by the company not later than—
          (i) 6 weeks before the annual general meeting to which the requests relate, or
          (ii) if later, the time at which notice is given of that meeting.

        • 358. Public companies: company's duty to circulate members' resolutions for AGMs

          (1) A company that is required under section 357 (members' power to require circulation of resolutions for AGMs) to give notice of a resolution must send a copy of it to each member of the company entitled to receive notice of the annual general meeting—
          (a) in the same manner as notice of the meeting, and
          (b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.
          (2) Subsection (1) has effect subject to section 359(2)(deposit or tender of sum in respect of expenses of circulation).
          (3) The business which may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with this section.
          (4) In the event of default in complying with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
          (5) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 4.

        • 359. Public companies: expenses of circulating members' resolutions for AGM

          (1) The expenses of the company in complying with section 358 (company's duty to circulate members' resolutions for AGMs) need not be paid by the members who requested the circulation of the resolution if requests sufficient to require the company to circulate it are received before the end of the financial year preceding the meeting.
          (2) Otherwise—
          (a) the expenses of the company in complying with that section must be paid by the members who requested the circulation of the resolution unless the company resolves otherwise, and
          (b) unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it, not later than—
          (i) six weeks before the annual general meeting to which the requests relate, or
          (ii) if later, the time at which notice is given of that meeting,
          a sum reasonably sufficient to meet its expenses in complying with that section.

    • CHAPTER 4 CHAPTER 4 RECORDS OF RESOLUTIONS AND MEETINGS

      • 360. Records of resolutions and meetings etc

        (1) Every company must keep records comprising—
        (a) copies of all resolutions of members passed otherwise than at general meetings,
        (b) minutes of all proceedings of general meetings, and
        (c) details provided to the company in accordance with section 362 (records of decisions by sole member).
        (2) The records must be kept for at least ten years from the date of the resolution, meeting or decision (as appropriate).
        (3) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 1 fine.

      • 361. Records as evidence of resolutions etc

        (1) This section applies to the records kept in accordance with section 360 (records of resolutions and meetings etc).
        (2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the company or by the company secretary, is evidence of the passing of the resolution.
        (3) Where there is a record of a written resolution of a private company, the requirements of these Regulations with respect to the passing of the resolution are deemed to be complied with unless the contrary is proved.
        (4) The minutes of proceedings of a general meeting, if purporting to be signed by the chairman of that meeting or by the chairman of the next general meeting, are evidence of the proceedings at the meeting.
        (5) Where there is a record of proceedings of a general meeting of a company, then until the contrary is proved—
        (a) the meeting is deemed duly held and convened,
        (b) all proceedings at the meeting are deemed to have duly taken place, and
        (c) all appointments at the meeting are deemed valid.

      • 362. Records of decisions by sole member

        (1) This section applies to a company limited by shares or by guarantee that has only one member.
        (2) Where the member takes any decision that—
        (a) may be taken by the company in general meeting, and
        (b) has effect as if agreed by the company in general meeting,
        he must (unless that decision is taken by way of a written resolution) provide the company with details of that decision.
        (3) If a person fails to comply with this section he commits a contravention of these Regulations.
        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a fine of up to level 4.
        (5) Failure to comply with this section does not affect the validity of any decision referred to in subsection (2).

      • 363. Inspection of records of resolutions and meetings

        (1) The records referred to in section 360 (records of resolutions and meetings etc) relating to the previous ten years must be kept available for inspection—
        (a) at the company's registered office, or
        (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
        (2) The company must give notice to the Registrar—
        (a) of the place at which the records are kept available for inspection, and
        (b) of any change in that place,
        unless they have at all times been kept at the company's registered office.
        (3) The records must be open to the inspection of any member of the company without charge.
        (4) Any member may require a copy of any of the records of a public or non-restricted scope company on payment of such fee as may be prescribed.
        (5) If default is made in complying with subsection (1) or if an inspection required under subsection (3) is refused, or a copy requested under subsection (4) is not sent, a contravention of these Regulations is committed by every officer of the company who is in default.
        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 1 fine.
        (7) If default is made for 14 days in complying with subsection (2) a contravention of these Regulations is committed by every officer of the company who is in default.
        (8) A person who commits the contravention referred to in subsection (7) shall be liable to a level 2 fine.
        (9) In a case in which an inspection required under subsection (3) is refused or a copy requested under subsection (4) is not sent, the Court may by order compel an immediate inspection of the records or direct that the copies required be sent to the persons who requested them.

      • 364. Records of resolutions and meetings of class of members

        The provisions of this Chapter apply (with necessary modifications) in relation to resolutions and meetings of—

        (a) holders of a class of shares, and
        (b) in the case of a company without a share capital, a class of members,

        as they apply in relation to resolutions of members generally and to general meetings.

    • CHAPTER 5 CHAPTER 5 SUPPLEMENTARY PROVISIONS

      • 365. Computation of periods of notice etc: clear day rule

        (1) This section applies for the purposes of the following provisions of this Part—
        (a) sections 324(1) and 324(2)(notice required of general meeting),
        (b) sections 329(1) and 329(3)(resolution requiring special notice),
        (c) section 331(4)(d)(request to circulate members' statement),
        (d) section 333(2)(b) (expenses of circulating statement to be deposited or tendered before meeting),
        (e) section 357(4)(d)(i)(request to circulate member's resolution at AGM of public company), and
        (f) section 359(2)(b)(i)(expenses of circulating statement to be deposited or tendered before meeting).
        (2) Any reference in those provisions to a period of notice, or to a period before a meeting by which a request must be received or sum deposited or tendered, is to a period of the specified length excluding—
        (a) the day of the meeting, and
        (b) the day on which the notice is given, the request received or the sum deposited or tendered.

      • 366. Electronic meetings and voting

        (1) Nothing in this Part is to be taken to preclude the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and speak and vote at it.
        (2) The use of electronic means for the purpose of enabling members to participate in a general meeting may be made subject only to such requirements and restrictions as are—
        (a) necessary to ensure the identification of those taking part and the security of the electronic communication, and
        (b) proportionate to the achievement of those objectives.
        (3) Nothing in subsection (2) affects any power of a company to require reasonable evidence of the entitlement of any person who is not a member to participate in the meeting.