635. Resolution authorising off-market purchase: exercise of voting rights

(1) This section applies to a resolution to confer, vary, revoke or renew authority for the purposes of section 634 (authority for off-market purchase of own shares).
(2) Where the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is not an eligible member.
(3) Where the resolution is proposed at a meeting of the company, it is not effective if-
(a) any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares in voting on the resolution, and
(b) the resolution would not have been passed if he had not done so.
(4) For this purpose-
(a) a member who holds shares to which the resolution relates is regarded as exercising the voting rights carried by those shares not only if he votes in respect of them on a poll on the question whether the resolution shall be passed, but also if he votes on the resolution otherwise than on a poll,
(b) any member of the company may demand a poll on that question,
(c) a vote and a demand for a poll by a person as proxy for a member are the same respectively as a vote and a demand by the member.