Corporations Act 2001

CHAPTER 2J - TRANSACTIONS AFFECTING SHARE CAPITAL  

Note: This Chapter is modified for CCIVs: see Division 2 of Part 8B.4 .

PART 2J.1 - SHARE CAPITAL REDUCTIONS AND SHARE BUY-BACKS  

Division 2 - Share buy-backs  

Note: This Division does not apply to a CCIV: see subsection 1231C(6) .

SECTION 257D   BUY-BACK PROCEDURE - SPECIAL SHAREHOLDER APPROVAL FOR SELECTIVE BUY-BACK  
Selective buy-back requires special or unanimous resolution

257D(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)    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

(b)    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

257D(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

257D(3)    
Before the notice of the meeting is sent to shareholders, the company must lodge with ASIC a copy of:

(a)    the notice of the meeting; and

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

257D(4)    
ASIC may exempt a company from the operation of this section. The exemption:

(a)    must be in writing; and

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

(c)    may be granted subject to conditions.