• PART 9 PART 9 Exercise Of Members’ Rights

    • Effect Of Provisions In Company’s Articles

      • 141. Effect Of Provisions Of Articles As To Enjoyment Or Exercise Of Members’ Rights

        (1) This section applies where provision is made by a company’s articles enabling a member to nominate another person or persons as entitled to enjoy or exercise all or any specified rights of the member in relation to the company.
        (2) So far as is necessary to give effect to that provision, anything required or authorised by any provision of these Regulations to be done by or in relation to the member shall instead be done, or (as the case may be) may instead be done, by or in relation to the nominated person (or each of them) as if he were a member of the company.
        (3) This applies, in particular, to the rights conferred by–
        (a) sections 308 (circulation of written resolutions proposed by directors) and 310 (circulation of written resolutions proposed by members),
        (b) section 309 (members’ power to require circulation of written resolution),
        (c) section 320 (members’ power to require directors to call general meeting),
        (d) section 327 (persons entitled to receive notice of meetings),
        (e) section 331 (members’ power to require circulation of statements),
        (f) section 342 (rights to appoint proxies),
        (g) section 357 (public companies: members’ power to require circulation of resolutions for AGMs), and
        (h) section 405 (duty to circulate copies of annual accounts and reports).
        (4) This section and any such provision as is mentioned in subsection (1)–
        (a) do not confer rights enforceable against the company by anyone other than the member, and
        (b) do not affect the requirements for an effective transfer or other disposition of the whole or part of a member’s interest in the company.

    • Exercise Of Rights Where Shares Held On Behalf Of Others

      • 142. Exercise Of Rights Where Shares Held On Behalf Of Others: Exercise In Different Ways

        (1) Where a member holds shares in a company on behalf of more than one person–
        (a) rights attached to the shares, and
        (b) rights under any law or regulation applicable to the Abu Dhabi Global Market exercisable by virtue of holding the shares,
        need not all be exercised, and if exercised, need not all be exercised in the same way.
        (2) A member who exercises such rights but does not exercise all his rights, must inform the company to what extent he is exercising the rights.
        (3) A member who exercises such rights in different ways must inform the company of the ways in which he is exercising them and to what extent they are exercised in each way.
        (4) If a member exercises such rights without informing the company–
        (a) that he is not exercising all his rights, or
        (b) that he is exercising his rights in different ways,
        the company is entitled to assume that he is exercising all his rights and is exercising them in the same way.

      • 143. Exercise Of Rights Where Shares Held On Behalf Of Others: Members’ Requests

        (1) This section applies for the purposes of–
        (a) section 331 (members’ power to require circulation of statements), and
        (b) section 357 (public companies: power to require circulation of resolution for AGMs).
        (2) A company is required to act under any of those sections if it receives a request in relation to which the following conditions are met–
        (a) it is made by at least 100 persons,
        (b) it is authenticated by all the persons making it,
        (c) in the case of any of those persons who is not a member of the company, it is accompanied by a statement–
        (i) of the full name and address of a person (“the member”) who is a member of the company and holds shares on behalf of that person,
        (ii) that the member is holding those shares on behalf of that person in the course of a business,
        (iii) of the number of shares in the company that the member holds on behalf of that person,
        (iv) of the total amount paid up on those shares,
        (v) that those shares are not held on behalf of anyone else or, if they are, that the other person or persons are not among the other persons making the request,
        (vi) that some or all of those shares confer voting rights that are relevant for the purposes of making a request under the section in question, and
        (vii) that the person has the right to instruct the member how to exercise those rights,
        (d) in the case of any of those persons who is a member of the company, it is accompanied by a statement–
        (i) that he holds shares otherwise than on behalf of another person, or
        (ii) that he holds shares on behalf of one or more other persons but those persons are not among the other persons making the request,
        (e) it is accompanied by such evidence as the company may reasonably require of the matters mentioned in subsection (c) and (d),
        (f) the total amount of the sums paid up on–
        (i) shares held as mentioned in subsection (c), and
        (ii) shares held as mentioned in subsection (d),
        divided by the number of persons making the request, is not less than 100 US dollars,
        (g) the request complies with any other requirements of the section in question as to contents, timing and otherwise.