(1) If section 200B or 200C requires member approval for giving a person a benefit, it must be approved by a resolution passed at a general meeting of:

(a)

the company; and

(b)

if the company is a subsidiary of a listed domestic corporation—the listed corporation; and

(c)

if the company has a holding company that:

(i)

is a domestic corporation that is not listed; and

(ii)

is not itself a subsidiary of a domestic corporation—the holding company.

(2) Details of the benefit must be set out in, or accompany, the notice of the meeting at which the resolution is to be considered. The details must include:

(a)

if the proposed benefit is a payment:

(i)

the amount of the payment; or

(ii)

if that amount cannot be ascertained at the time of the disclosure—the manner in which that amount is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that amount; and

(b)

otherwise:

(i)

the money value of the proposed prescribed benefit; or

(ii)

if that value cannot be ascertained at the time of the disclosure—the manner in which that value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that value.