Section 91. Variation of class rights

(1) Without prejudice to any other restrictions on the variation of the rights, the rights attached to shares in a class of shares in a company may be varied only—

(a) in accordance with the constitution for the variation of those rights; or

(b) if there are no such provisions, with the consent of shareholders in that class given in accordance with this section.

(2) For the purposes of paragraph (1)(b), the consent of the shareholders required for the purposes of this section shall be—

(a) a written consent representing not less than seventy five per centum of the total voting rights of the shareholders in the class; or

(b) a special resolution passed by shareholders in the class sanctioning the variation.

(3) A variation of class rights takes effect—

(a) if no application is made under section 93 for it to be disallowed, at the expiration of the period in which applications may be made under that section; or

(b) if an application is made within that period, at the time the application is finally determined, unless the variation is disallowed.

(4) If an application is withdrawn before the expiry of the period referred to in subsection 93(2), the variation shall only take effect at the expiry of such period.

(5) The issue by a company of preference shares ranking equally with existing preference shares issued by the company shall be deemed to be a variation of the rights attached to those existing preference shares unless the issue of the preference shares was authorized by the terms of issue of the existing preference shares or by the constitution of the company in force at the time the existing preference shares were issued.