Notice of class meeting

It may be necessary to call a meeting of a class of shareholders to decide matters only relevant to their class of shares. Use our model to give notice.

Holding a class meeting

Class meetings are usually held separately from general meetings. The procedure is likely to follow that for a general meeting, but check the company’s articles or the document that sets out the rights attached to the class of shares in question in case it differs. The Companies Act 2006 applies the general meeting rules as regards:

• the notice of the meeting

• quorum requirements

• the chairman of the meeting

• proxies and corporate representatives; and

• shareholders’ ability to circulate statements about the matters to be considered at the meeting.

If the meeting has been called to vary class rights, the quorum for the meeting is at least two shareholders who hold at least one third of the nominal value of the issued shares of the class in question. If the meeting has to be adjourned, it will be quorate if at least one person in the class attends. On a resolution to vary class rights, any member of the relevant class can demand a poll vote. Even if a class does not usually have the right to vote, if the resolution concerns a variation of their rights they are entitled to vote. For further information, see our Variation of Class Rights Checklist and Special Resolution.

Notice

Notice must be given to all members of the relevant class at least 14 clear days in advance of the meeting.