Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p169
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 169/212)
Character Range: 442240–445042

approved the buy-back by an ordinary resolution passed at a meeting of the company or holding company held before the agreement constituting the buy-back is entered into; and

     (b) that each of the resolutions, or the resolution, as the case may be, complies with section 206hb; and

     (c) that the agreement is in accordance with each of the resolutions, or the resolution, as the case may be; and

  (d) that such of the terms of the agreement as:

         (i) are specified in none, or in at least one but not all, of the resolutions; or

       (ii) are not specified in the resolution;

     as the case may be, are not materially different from the terms particulars of which were specified under subsection 206hc (2) in notices relating to the resolutions or resolution that were sent for the purposes of the meetings or meeting.

Resolution to approve proposed employee-shares purchase

"206hb. (1) A resolution of a body corporate that is passed at a meeting and approves a proposed employee-shares purchase complies with this section if, and only if:

     (a) every notice of the meeting sent to a person entitled to vote on the resolution set out, or was accompanied by a notice setting out:

       (i) the intention to propose the resolution; and

      (ii) the matters required by section 206hc; and

     (b) the resolution specifies the consideration, or each alternative consideration included in the consideration, as the case requires, that under the agreement constituting the proposed purchase is to be provided for the purchase; and

     (c) no votes are cast, in relation to the resolution, in respect of any shares held by:

         (i) a party to the agreement (other than the company that proposes to make the purchase or a holding company of that company); or

      (ii) a person associated with such a party.

"(2) A resolution may specify a consideration under paragraph (1) (b) as a consideration to be determined by the directors, being:

SCHEDULE 5—continued

     (a) not less than a minimum consideration specified in the resolution; and

  (b) not more than a maximum consideration so specified.

"(3) A resolution may specify a consideration under paragraph (1) (b) or (2) (a) or (b) as a consideration to be determined by the directors in a manner specified in the resolution.

"(4) A resolution of a body corporate to approve a proposed employee-shares purchase may require specified terms to be included in the agreement constituting the purchase.

Notice of resolution to approve proposed employee-shares purchase

  "206hc. (1) A notice that:

     (a) sets out the intention to propose a resolution of a body corporate to approve a proposed employee-shares purchase; and

  (b) is sent to a person entitled to vote on the resolution;

must comply