Commonwealth Numbered Acts

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Buy-back procedure—special shareholder approval for selective buy-back

Selective buy-back requires special or unanimous resolution

(1) If section 257B applies this section to a buy-back, the terms of the buy-back agreement must be approved before it is entered into by either:

a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates; or

a resolution agreed to, at a general meeting, by all ordinary shareholders;

or the agreement must be conditional on such an approval.

Information to accompany the notice of meeting

(2) The company must include with the notice of the meeting a statement setting out all information known to the company that is material to the decision how to vote on the resolution. However, the company does not have to disclose information if it would be unreasonable to require the company to do so because the company had previously disclosed the information to its shareholders.

Documents to be lodged with the ASIC

(3) Before the notice of the meeting is sent to shareholders, the company must lodge with ASIC a copy of:

the notice of the meeting; and

any document relating to the buy-back that will accompany the notice of the meeting sent to shareholders.

(4) ASIC may exempt a company from the operation of this section. The exemption:

must be in writing; and

must be granted before the buy-back agreement is entered into; and

may be granted subject to conditions.

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