sch.2-sec.19Matters relating to voting rights

sch.2-sec.19 Matters relating to voting rights

If a reference to an associate of a person relates to— the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in or arising from membership of a corporation; or the person’s entitlement to shares in a corporation; or an offer to purchase shares to which Division 2 of Part 3.5 applies; the reference includes a reference to another person with whom the person has entered into, or proposes to enter into, an agreement referred to in subclause (2). Subclause (1) applies to an agreement— because of which one of the persons referred to in subclause (1) has, or will have, power (even if it is in any way qualified)— to exercise; or to control, directly or indirectly, the exercise of; or to influence substantially the exercise of; any voting power attached to shares in the corporation; or for the purpose of controlling or influencing— the composition of the corporation’s board; or the conduct of affairs of the corporation; or under which one of the persons— will or may acquire; or may be required by the other to acquire; shares in the corporation in which the other has a relevant interest; or under which one of the persons may be required to dispose of shares in the corporation in accordance with the other’s directions. Subclause (1) applies despite any other effect the agreement may have. In relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person. (sch.2-sec.19-ssec.1) If a reference to an associate of a person relates to— the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in or arising from membership of a corporation; or the person’s entitlement to shares in a corporation; or an offer to purchase shares to which Division 2 of Part 3.5 applies; the reference includes a reference to another person with whom the person has entered into, or proposes to enter into, an agreement referred to in subclause (2). (sch.2-sec.19-ssec.2) Subclause (1) applies to an agreement— because of which one of the persons referred to in subclause (1) has, or will have, power (even if it is in any way qualified)— to exercise; or to control, directly or indirectly, the exercise of; or to influence substantially the exercise of; any voting power attached to shares in the corporation; or for the purpose of controlling or influencing— the composition of the corporation’s board; or the conduct of affairs of the corporation; or under which one of the persons— will or may acquire; or may be required by the other to acquire; shares in the corporation in which the other has a relevant interest; or under which one of the persons may be required to dispose of shares in the corporation in accordance with the other’s directions. (sch.2-sec.19-ssec.3) Subclause (1) applies despite any other effect the agreement may have. (sch.2-sec.19-ssec.4) In relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person.