Question
The issued share capital of Karnelli (Pty) Ltd consists of the following shares: 100 class A ordinary shares with a par value of N$10 each
The issued share capital of Karnelli (Pty) Ltd consists of the following shares:
100 class A ordinary shares with a par value of N$10 each
50 class B ordinary shares with a par value of N$15 each
5 class C preference shares with a par value of N$200 each
The shareholding of the company is as follows:
Annie: 50 class A shares and 20 class B shares
Benjamin: 10 class A shares and 10 class B shares
Carol: 20 class A shares and 20 class B shares
Dick: 3 class C shares
Edgar: 20 class A shares
Fred: 2 class C shares
All dividends due to the preference shareholders have been paid up to date. The directors of Karnelli (Pty) Ltd have proposed an amendment to its articles to enable the company to buy back its own shares should the need arise. At the general meeting convened to adopt the resolution, only Dick, Carol and Annie are present. Annie holds a proxy from Edgar, who has instructed her to vote in favour of the resolution. Voting takes place on a poll and Carol and Annie vote against the special resolution. Has the resolution been validly adopted? Motivate your answer in full.
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