Voting Rights (Public Companies) Regulation Act 1975 (Qld)

786 (1. u xtslanj r ANNO VICESIMO QUARTO ELIZABETHAE SECUNDAE REGINAE No. _ 72 of 1975 An Act to Regulate Voting Rights in Public Companies [ASSENTED TO 12TH DECEMBER, 1975] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled , and by the authority of the same , as follows:- 1. Short title and commencement . (1) This Act may be cited as the Voting Rights (Public Companies) Regulation Act 1975. (2) This Act shall come into operation on a day to be fixed by Proclamation. 2. Repeal . Part III of the Companies Act Amendment Act1972 is hereby repealed.

Voting Rights ( Public Companies ) Regulation Act 1975, No. 72 787 3. Meaning of terms. Unless the contrary intention appears, an expression used in this Act that is defined in the Companies Act 1961-1974 has the meaning assigned to it by that Act. 4. Regulatory declaration upon transfer of shares . Where, by reason of a transfer or transfers of shares in a public company- (a) the aggregate of the voting rights that attach to the shares in the hands of the holders is increased over and above the voting rights that attached to the shares in the hands of the transferor; or (b) the aggregate of the voting rights that attach to the shares in the hands of the holders and to the shares remaining in the hands of the transferor is increased over and above the voting rights that attached to all of those shares in the hands of the transferor, and the Governor in Council is of the opinion that in relation to those shares or any of them there exists an agreement, arrangement, understanding or scheme whereby the voting rights that attach to the shares shall be exercised at any general meeting of the company in accordance with the wishes or directions of any person other than the holder thereof, the Governor in Council may, in his discretion, by Order in Council, declare that the voting rights that attach to the shares in the hands of the holders or, as the case may be, in the hands of the holders and in the hands of the transferor (being shares that in his opinion are affected by the agreement, arrangement, understanding or scheme) shall not exceed the voting rights that would attach to all of those shares in the hands of the transferor. 5. Regulatory declaration where no transfer of shares . Where the Governor in Council is of the opinion that there exists in relation to shares in a public company an agreement, arrangement, understanding or scheme whereby the voting.rights that attach to those shares shall be exercised, in whole or in part, in collusive combination with the voting rights that attach to any other voting shares in the company the Governor in Council may, in his discretion, by Order in Council, declare that for the purpose of voting at any general meeting of the company the voting rights that attach to all the shares to which the declaration relates shall be calculated upon the aggregate of those shares as if they were held by one only shareholder and shall be exercisable by one' only of the registered holders of those shares. 6. Injunction and regulatory declaration where vote taken . (1) Where a vote has been taken at any general meeting of a public company and the Minister is of the opinion that in respect of that vote there existed an agreement. arrangement. understanding or scheme between two or more holders of shares in the company as to the manner in which the votes were cast for the purposes of the taking of that vote, the Minister may issue an interim injunction directed to the directors and officers of the company restraining them and each one of them from- (a) disposing of the assets of the company otherwise than in the bona fide ordinary course of business of the company; and (b) removing, destroying or concealing the share registers and records of the company.

788 Voting Rights ( Public Companies ) Regulation Act 1975, No. 72 (2) The Minister shall cause a copy of the interim injunction to be furnished to the secretary of the company. (3) Where the Governor in Council is of the opinion that there existed in respect of a vote taken at any general meeting of a public company an agreement, arrangement, understanding or- scheme such as is referred to in subsection (1), the Governor in Council may, in his discretion, by Order in Council, declare the meeting and all the resolutions thereat to be and to have been of no effect, whereupon the situation in respect of the company shall thereby be restored to the position obtaining immediately before the meeting and, if he does so, shall in like manner make in relation to the shares that in his opinion were affected by the agreement, arrangement, understanding or scheme the declaration provided for in section 5. 7. Inc idents of Minister 's injunction . (1) An interim injunction issued pursuant to section 6- (a) shall operate on and from the date of its issue until the expiration of a period of six months from that date or until it is withdrawn by the Minister, whichever event first occurs; (b) upon its being filed in the Supreme Court shall have effect, and all remedies may be pursued and granted for a breach thereof as if it had been made and issued by the Supreme Court and duly served in accordance with the Rules of that court; (c) may be withdrawn by the Minister by writing given to the secretary of the company concerned if the Minister is satisfied that the reason for its issue no longer exists. (2) Where an interim injunction issued pursuant to section 6 has been filed in the Supreme Court a withdrawal thereof by the Minister shall be filed in that court. & Matters relevant to making declarations . In determining whether to make a declaration pursuant to this Act the Governor in Council shall have regard to- (a) the interests of the holders of shares in the company other than the shares alleged to be affected by the agreement, arrangement, understanding or scheme in question; (b) the interests of holders of debentures of the company; (c) the interests of employees of the company; (d) the interests of consumers of the company's products or services; (e) the interests of the State's economy. 9. Duration of declaration . (1) A declaration made by the Governor in Council pursuant to this Act shall remain in force until the Order in Council whereby it was made is revoked and, until such revocation, shall operate in respect of the general meeting of the company in relation to which it was made (if any) and in respect of every general meeting held after the date of making of the Order in Council whereby it was made.

Voting Rights (Public Companies) Regulation Act 1975, No. 72 789 (2) The cessation of a declaration referred to in subsection (1) shall not invalidate or otherwise prejudice any general meeting held during the subsistence of the declaration or any proceedings at such a meeting. 10. Identification of shares to which declaration relates . (1) The Governor in Council shall, in a declaration made pursuant to this Act, identify the shares whose voting rights are affected by the declaration in such manner as he thinks fit. (2) Where the Governor in Council has made a declaration pursuant to this Act the Minister shall cause a copy of the Order in Council to be furnished to the secretary of the company to the shares wherein the declaration relates. 11. Revocation and modification of declaration . Where the Governor in Council is satisfied that the reason for making a declaration pursuant to this Act no longer exists in respect of all or any of the shares to which the declaration relates he may by means of an Order in Council- (a) revoke the declaration; or (b) modify the declaration so as to exclude from its application the shares identified by him in the Order in Council. The Minister shall cause a copy of the Order in Council to be furnished to the secretary of the company to the shares wherein the declaration relates. 12. Effect of declaration - affecting voting rights . (1) For as long as a declaration made by the Governor in Council pursuant to this Act that affects the voting rights attaching to any shares, remains in force it shall be incompetent to the holder or holders of the shares to which the declaration relates at the material time to exercise or authorize the exercise of voting rights that attach to those shares so as to constitute a failure to comply with the declaration or otherwise than in accordance with the declaration. (2) A declaration referred to in subsection (1) shall affect as prescribed the voting rights attaching to the shares to which it relates notwithstanding that the shares or any of them have been the subject of a further transfer or transfers. (3) A vote of any person in relation to the affairs of a public company shall be disregarded to the extent that it is incompetent by reason of subsection (I) or in so far as it is cast pursuant to a purported authority that is incompetent by reason of that subsection. (4) A director, servant or agent of a company who fails to comply with subsection (3) commits an offence against this Act.

790 Voting Rights (Public Companies) Regulation Act 1975, No. 72 13.. Powers material to making of declarations . (1) The Governor in Council may make a declaration pursuant to this Act on his own motion or upon application made to the Minister by- (a) the company concerned; (b) any holder of shares in the company; (c) any holder of debentures of the company; or (d) any industrial union or association representing employees of the company, and may make such declaration ex parte or after such notice as he deems appropriate has been given to the company concerned and otherwise as he directs. (2) To facilitate the making of a determination by the Governor in Council as to whether a declaration should be made pursuant to this Act, revoked or modified the Minister may in writing direct that a general meeting of a company be postponed or further postponed pending the determination and may direct the company to advertise the date, time and place of such postponed or further postponed meeting in such manner as the Minister directs. (3) Any general meeting held on a date to which it is postponed or further pbstponed by direction of the Minister and every proceeding at such a meeting shall be as valid as if the same had taken place on the date and at the time and place where, but for the direction, it would have been duly held. 14. Minister may require information and production of documents. (I) Where the Minister has reason to believe that a person is capable of giving information or producing documents relating to matters that are relevant to the exercise by the Governor in Council or by the Minister of his powers under this Act the Minister may, by notice in writing given to that person require that person- (a) to furnish to him, by writing signed by that person or, in the case of a body corporate, by a competent officer of the body corporate, within 'the time and in the manner specified in the notice, any such information; (b) to produce to him, or to a person specified in the notice, in accordance with the notice, any such documents. (2) Without limiting the generality of the power conferred by subsection (1) the power of the Minister under that subsection to require a person to furnish information includes the power- (a) to require a public company to furnish to the Minister the names and addresses of persons who are registered holders of shares in the company; and

Voting Rights ( Public Companies) Regulation Act 1975, No. 72 791 (b) to require a person who is a registered holder of shares in a public company to furnish to the Minister such information in that person's possession as the Minister requires in relation to the beneficial ownership of the shares or in relation to any trusts, agreements, arrangements, understandings, schemes and practices affecting the shares or any rights carried by the shares. (3) A person shall not- (a) fail to comply with a notice under this section to the extent that he is capable of complying with it; or (b) furnish information that he knows to be false or misleading. (4) A person is not excused from furnishing information or producing a document in response to a requisition directed to him under this section on the ground that the information or document might tend to incriminate him. but his answer to any question asked in the requisition, or his furnishing of information pursuant to the requisition is not admissible in evidence against him in any criminal proceedings other than proceedings for an offence against this Act. 15. General penalty. (I) A person who contravenes or fails to comply with any provision of this Act or a direction given under this Act and applicable to him commits an offence against this Act. (2) A person who commits an offence against this Act is liable on summary conviction to a penalty of $1 000. (3) Where the person who commits an offence is a body corporate, that body corporate and every officer who is in default (within the meaning of that expression in the Companies Act 1961-1974) shall be taken to have committed the offence and to be liable to the penalty prescribed. 16. Prosecutions to be authorized . (1) Proceedings for an offence against this Act may be instituted at any time and shall be taken only with the authority of the Minister. (2) In any proceedings for an offence judicial notice shall be taken of the Minister's signature to any document or writing relevant to the proceedings. 17. Publication of Orders in Council . (1) Every Order in Council made under this Act shall- (a) be published in the Gazette; (b) upon its publication in the Gazette, be judicially noticed and such publication shall be conclusive evidence of the matters contained therein; (c) take effect from the date of such publication unless a later date is specified in that or any other Order in Council for its commencement when in such event it shall take effect from that later date; and (d) be laid before the Legislative Assembly within 14 sitting days after such publication if the Legislative Assemble is in session, and if not. then within 14 days after the commencement of the next session.

792 Voting Rights (Public Companies ) Regulation Act 1975, No. 72 (2) If the Legislative Assembly passes a resolution of which notice has been given at any time within 14 sitting days after an Order in Council has been laid before it disallowing the Order in Council or part thereof, the Order in Council or part shall thereupon cease to have effect, but without prejudice to the validity of anything done in the meantime or to the making of a further Order in Council.