Revised Laws of Saint Lucia (2021)

215.   Class vote on proposal

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    (1)   The holders of shares of a class, or, subject to subsection (2), of a series, are, unless the articles otherwise provide in the case of an amendment described in paragraph (a) or (b), entitled to vote separately, as a class or series, upon a proposal to amend the articles—

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      (a)     to increase or decrease any maximum number of authorised shares of that class, or increase any maximum number of authorised shares of a class having rights or privileges equal or superior to the shares of that class;

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      (b)     to effect an exchange, reclassification or cancellation of all or part of the shares of that class;

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      (c)     to add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, in particular—

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        (i)     to remove or change prejudicially rights to accrued dividends or to cumulative dividends,

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        (ii)     to add, remove or change redemption rights prejudicially,

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        (iii)     to reduce or remove a dividend preference or a winding-up preference, or

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        (iv)     to add, remove or change prejudicially conversion privileges, options, voting transfer or pre-emptive rights, or rights to acquire shares or debentures of a company, or sinking fund provisions;

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      (d)     to increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class;

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      (e)     to create a new class of shares equal or superior to the shares of that class;

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      (f)     to make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class;

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      (g)     to effect an exchange or to create a right of exchange of all or part of the shares of another class into the shares of that class; or

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      (h)     to constrain the issue or transfer of the shares of that class, or extend or remove the constraint.

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    (2)   The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if the series is affected by an amendment in a manner different from other shares of the same class.

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    (3)   Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.

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    (4)   A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the amendment by a special resolution.