• SCHEDULE 6 SCHEDULE 6 MEETINGS AND CORRESPONDENCE

    • PART 1 PART 1 APPLICATION OF SCHEDULE

      • 1. Types of proceeding to which Schedule applies

        (1) This Schedule applies to making decisions, except where these Regulations provide otherwise —
        (a) in administration;
        (b) where a Deed of Company Arrangement is applicable;
        (c) in administrative receivership;
        (d) in a creditors' voluntary winding-up; and
        (e) in a winding-up by the Court.
        (2) This Schedule also applies to decision making and meetings under Section 183 (Effect of Company's insolvency).
        (3) These Regulations determine which procedures may be used in a particular circumstance.

    • PART 2 PART 2 RESOLUTION BY CORRESPONDENCE

      • 2. Application of Part

        (1) This Part applies where these Regulations allow an Office-holder to invite the creditors or contributories to pass a resolution by correspondence.
        (2) This Part does not apply to a resolution which these Regulations require to be passed at a meeting.
        (3) A reference in these Regulations to a resolution passed at a meeting of creditors or contributories includes a reference to a resolution passed in accordance with this Part.

      • 3. Resolution by correspondence

        (1) For a resolution to be passed by correspondence the convener must deliver a notice to every creditor or (as the case may be) contributory who would be entitled to notice of a meeting at which the resolution could be passed.
        (2) The notice must in addition to the standard contents —
        (a) set out the resolutions to be voted on;
        (b) state the deadline for voting;
        (c) state that in order to be counted a vote by a creditor must be accompanied by written details of the creditor's claim (unless previously supplied) failing which the vote will be disregarded;
        (d) provide a space for the creditor or contributory to authenticate the vote;
        (e) provide a space for a person authenticating on behalf of a creditor to state the capacity in which the vote is authenticated; and
        (f) be authenticated and dated by the Office-holder or Appointed Person.
        (3) The notice must contain a deadline for voting, set at the discretion of the Office-holder or Appointed Person, but which must be not less than 14 days from the date of delivery of the notice.
        (4) In order to be counted, votes must —
        (a) be received by the convener by 12.00 noon on the deadline; and
        (b) in the case of a vote cast by a creditor, be accompanied by a statement of entitlement to vote on the resolution unless one has previously been delivered to the Office-holder or Appointed Person.
        (5) In order to be counted, a vote must be accompanied by a statement of entitlement.
        (6) A statement of entitlement is a statement of the details or a proof as required by paragraph 27(1)(a) (Creditors' voting rights at meetings) of Part 8 (Creditors' Voting Rights and Majorities) of this Schedule.
        (7) A vote must be disregarded if —
        (a) a statement of entitlement neither accompanies the vote nor has previously been delivered to the convener; or
        (b) the Office-holder or Appointed Person decides, in the application of Part 8 (Creditors' Voting Rights and Majorities) and Part 9 (Contributories' Voting Rights and Majorities) of this Schedule, that the creditor is not entitled to cast the vote.
        (8) For the resolution to be passed, the Office-holder or Appointed Person must receive at least one valid vote in favour by the closing date.
        (9) Creditors whose debts amount to at least ten (10)% of the total debts of the Company may, within five business days from the date of delivery of the notice, require the Office-holder to call a meeting of creditors to consider the resolution.
        (10) Contributories representing at least ten (10)% of the total voting rights of all contributories having the right to vote at a meeting of contributories may, within five business days from the date of delivery of the notice, require the Office-holder to call a meeting of contributories to consider the resolution.
        (11) If no valid vote is received by the closing date specified, the Office-holder must call a meeting of creditors or contributories, at which the resolution could be passed.
        (12) A reference in these Regulations to anything done or required to be done at, or in connection with, or in consequence of, a meeting of creditors or contributories extends to anything done in the course of correspondence in accordance with this paragraph.

    • PART 3 PART 3 SUMMONING OF MEETINGS (GENERAL)

      • 4. Venue

        (1) The convener must have regard to the convenience of those invited to attend when fixing the venue for a meeting (including the resumption of an adjourned meeting).
        (2) The convenor shall summon a meeting to take place during the normal business hours of the Court (as determined from time to time by the rules and regulations relating to the Court) on a business day, unless the Court otherwise directs.

      • 5. Notice of meetings: content and accompanying documents

        (1) Notices summoning a meeting must specify the purpose of and venue for the meeting and —
        (a) in case of a meeting of creditors, state that claims, proofs (if not already delivered) and proxies must be delivered to a specified place not later than 12.00 noon on the business day before the date fixed for the meeting in order for creditors to be entitled to vote at the meeting;
        (b) in the case of a meeting of contributories, state that proxies must be delivered to a specified place not later than 12.00 noon on the business day before the date fixed for the meeting in order for contributories to be entitled to vote at the meeting.
        (2) Blank proxies complying with paragraph 37 (Blank proxies) of Part 11 (Proxies and corporate representation) of this Schedule must be delivered with every notice summoning a meeting.
        (3) This paragraph does not apply if the Court orders under paragraph 7 (Notice of meeting by advertisement only) of Part 3 (Summoning of meetings (general)) of this Schedule that notice of a meeting be given by advertisement only.

      • 6. Notice of meetings: when and to whom delivered

        (1) Notices summoning a meeting must be delivered at least 14 days before the day fixed for the meeting unless this paragraph provides to the contrary.
        (2) Notices must be delivered in accordance with the following table.
         
        Proceedings Meeting Persons to whom notice must be given Minimum notice required
        administration meeting of creditors all the creditors who had claims against the Company at the date when the company entered administration (except for those who have subsequently been paid in full) 14 days
        Deed of Company Arrangement meeting of creditors all the creditors 14 days
        administrative receivership meeting of creditors under Section 171(2) (Meeting of creditors) all the creditors who had claims against the Company at the date when the receiver was appointed 14 days
        creditors' voluntary winding-up or a compulsory winding-up by the Court meeting of creditors all the creditors 14 days
        creditors' voluntary winding-up or a compulsory winding-up by the Court meeting of creditors to consider whether a replacement should be appointed after the liquidator's resignation all the creditors 28 days
        compulsory winding-up by the Court meeting of creditors to consider whether to remove the liquidator all the creditors 14 days
        creditors' voluntary winding-up or a compulsory winding-up by the Court meeting of contributories every person appearing (by the company's records or otherwise) to be a contributory 14 days
        (3) This paragraph does not apply to meetings under Sections 183 (Effect of Company's insolvency) or 186 (Meetings of members and creditors) or where the Court orders under paragraph 7 (Notice of meeting by advertisement only) of Part 3 (Summoning of meetings (general)) of this Schedule that notice of a meeting be given by advertisement only.

      • 7. Notice of meeting by advertisement only

        (1) The Court may order that notice of a meeting be given by advertisement only and not by individual notice to the persons concerned.
        (2) In considering whether to make such an order, the Court will have regard to the cost of advertisement, the amount of assets available and the extent of the interest of creditors, members and contributories or any particular class of them.
        (3) In addition to the standard contents, the advertisement must state —
        (a) the venue for the meeting;
        (b) that claims, proofs (if not already delivered) and proxies must be delivered to a specified place not later than 12.00 noon on the business day before the date fixed for the meeting; and
        (c) the date of the Court's order that notice of the meeting be given by advertisement only.

      • 8. Publication of notice of meetings (except under Sections 183 and 186)

        (1) The convener of a meeting (other than a meeting under Sections 183 (Effect of Company's insolvency) or 186 (Meetings of members and creditors)) must publish a notice of the meeting on the Registrar's website or in an English language newspaper distributed in the United Arab Emirates and available in the Abu Dhabi Global Market stating —
        (a) the standard contents;
        (b) that a meeting of creditors or contributories or a Company meeting is to take place;
        (c) the venue fixed for the meeting;
        (d) the purpose of the meeting; and
        (e) the time and date by which, and place at which, those attending must deliver proxies and (in the case of a meeting of creditors) claims or proofs (if not already delivered) in order to be entitled to vote.
        (2) In a creditors' voluntary winding-up or a compulsory winding-up the notice must also state —
        (a) who summoned the meeting; and
        (b) if the meeting was summoned at the request of a creditor, the fact that it was so summoned and the Section of these Regulations under which it was summoned.
        (3) The notice must be published before or as soon as reasonably practicable after notice is delivered to those attending.
        (4) Information published under this paragraph may also be published in such other manner as the convener thinks fit.

      • 9. Publication of notice of meetings under Sections 183 and 186

        (1) A notice under Section 183 (Effect of Company's insolvency) or Section 186 (Meetings of members and creditors) must contain, in addition to the standard contents, a statement that the convenor shall furnish free of charge such information concerning the affairs of the Company as they may reasonably require and, in the case of Section 186 (Meetings of members and creditors), the place where a list of the names and addresses of the Company's creditors will be available for inspection free of charge.
        (2) The notice must also state the purpose of, and venue fixed for, the meeting, and the time and date by which, and place at which, those attending must deliver proxies and claims or proofs (if not already delivered) in order to be entitled to vote.

      • 10. Notice to Company officers and other people

        (1) In an administration, notice to attend an initial creditors' meeting must be delivered to every present or former officer of the Company whose presence the administrator thinks is required.
        (2) These notices must be delivered at the same time that notice is delivered to creditors in compliance with Section 61(1) (Requirement for initial creditors' meeting).
        (3) In a creditors' voluntary winding-up or a winding-up by the Court the convener must deliver a notice at least 14 days before the date fixed for the meeting to such of the persons referred to in Section 255(2)(a) to (e) (Duty to co-operate with Office-holder) as the convener thinks should be told of, or attend, the meeting.
        (4) Every person who receives a notice under sub-paragraph (1), and every person who receives a notice under sub-paragraph (3) which states that that person is required to attend the meeting, must attend.

      • 11. Non-receipt of notice of meeting

        Where a meeting is summoned by notice in accordance with these Regulations, the meeting is presumed to have been duly summoned and held, even if not everyone to whom the notice is to be delivered has received it.

    • PART 4 PART 4 MEETINGS IN PARTICULAR PROCEEDINGS

      • 12. Creditors' meetings in administration: notice of extension of time

        Where the Court orders an extension to the period set out in Section 61(2)(b) (Requirement for initial creditors' meeting), the administrator must deliver a notice of the extension to each person to whom the administrator is required to deliver a notice by Section 56(5) (Administrator's proposals).

    • PART 5 PART 5 REQUISITIONED MEETINGS

      • 13. Requisition of meetings

        (1) In this Part, "requisitioned meeting" means a meeting requested under Section 61(7) (Requirement for initial creditors' meeting), Section 71(1) (Further creditors' meetings) or Section 90(1)(b) (Meeting of creditors to consider variation or termination).
        (2) A request for a meeting under Section 61(7) (Requirement for initial creditors' meeting) must be delivered within eight (8) business days of the date on which the administrator's statement of proposals is delivered.
        (3) The request for a requisitioned meeting must include a statement of the purpose of the proposed meeting and —
        (a) either —
        (i) a statement of the requesting creditor's claim or contributory's value;
        (ii) a list of the creditors or contributories concurring with the request and of the amounts of their respective claims or values; and
        (iii) confirmation of concurrence from each creditor or contributory concurring; or
        (b) a statement of the requesting creditor's debt or contributory's value and that that alone is sufficient without the concurrence of other creditors or contributories.
        (4) In the preceding sub-paragraph, a contributory's value is the amount which the contributory may vote at any meeting.
        (5) A meeting must be summoned for the removal of the liquidator, other than a liquidator appointed by the Court under Section 197(2) (Court's power to control proceedings), if twenty-five (25)% in value of the Company's creditors, excluding those who are Connected Persons of the Company, request it.
        (6) Where a meeting under sub-paragraph (5) or any meeting for the replacement of a liquidator appointed under Section 197(2) (Court's power to control proceedings) is to be held, or is proposed to be summoned, the Court may, on the application of any creditor, give directions as to the mode of summoning it, the delivery of blank proxies and of proxies, the conduct of the meeting, and any other matter which appears to the Court to require regulation or control.
        (7) A requisitioned meeting must be held within 28 days of the date on which one of the events specified in paragraph 14(2) (Expenses of requisitioned meetings) of Part 5 (Requisitioned meetings) of this Schedule first occurs.

      • 14. Expenses of requisitioned meetings

        (1) The convener must, not later than twenty-one (21) days of receipt of a request for a requisitioned meeting, inform the requesting creditor or contributory of the sum to be deposited as security for payment of the expenses of summoning and holding the meeting.
        (2) The convener is not obliged to summon a requisitioned meeting until either —
        (a) the convener has received the required sum; or
        (b) the period of twenty-one (21) days has expired without the convener having informed the requesting creditor or contributory of the sum required to be deposited as security.
        (3) The expenses of a requisitioned meeting must be paid out of the deposit (if any) unless —
        (a) the meeting resolves that they are to be payable out of the assets of the Company as an expense of the administration or winding-up, as the case may be; and
        (b) in the case of a meeting of contributories, the creditors are first paid in full, with interest.
        (4) Where the meeting does not so resolve, the expenses must be paid by the requesting creditor or contributory to the extent that the deposit (if any) is not sufficient.
        (5) To the extent that the deposit (if any) is not required for payment of the expenses, it must be repaid to the requesting creditor or contributory.

    • PART 6 PART 6 CONSTITUTION OF MEETINGS

      • 15. Quorum at meeting of creditors or contributories

        (1) A meeting of creditors or contributories is not competent to act unless a quorum is in attendance.
        (2) A quorum is —
        (a) in the case of a meeting of creditors, at least one creditor entitled to vote; and
        (b) in the case of a meeting of contributories, at least two contributories entitled to vote, or all the contributories, if their number does not exceed two.
        (3) A meeting of creditors or contributories must not commence until at least the expiry of 15 minutes after the time appointed for its commencement where —
        (a) the provisions of this paragraph as to a quorum attending are satisfied by the attendance of the chairman alone, or one other person in addition to the chairman; and
        (b) the chairman is aware, by virtue of claims or proofs and proxies received or otherwise, that one or more additional persons would, if attending, be entitled to vote.
        (4) If within 30 minutes from the time fixed for the commencement of the meeting those persons attending the meeting do not constitute a quorum, the chairman may adjourn the meeting to such time and place as the chairman may appoint.

      • 16. Chair at meetings

        The chairman of a meeting of creditors or contributories or a meeting to remove the liquidator in a creditors' voluntary winding-up or a compulsory winding-up must be the convener or an Appointed Person.

      • 17. Attendance by other persons

        The chairman of a meeting may —

        (a) admit any person who has given reasonable notice of wishing to attend;
        (b) decide what intervention, if any, may be made at —
        (i) a meeting of creditors by any person attending who is not a creditor; or
        (ii) a meeting of contributories by any person attending who is not a contributory; and
        (c) decide what questions may be put to any person attending who is referred to in Section 255(2)(a) to (e) (Duty to co-operate with Office-holder).

      • 18. Remote attendance at meetings

        (1) This paragraph applies to —
        (a) any meeting of the creditors of a Company summoned under these Regulations; or
        (b) any meeting of the members or contributories of a Company summoned by the Office-holder under these Regulations, other than a meeting of the members of a Company in a members' voluntary winding-up.
        (2) Where the person summoning a meeting ("the convener") considers it appropriate, the meeting may be conducted and held in such a way that persons who are not present together at the same place may attend it.
        (3) Where a meeting is conducted and held in the manner referred to in sub-paragraph (2), a person attends the meeting if that person is able to exercise any rights which that person may have to speak and vote at the meeting.
        (4) For the purposes of this paragraph —
        (a) a person is able to exercise the right to speak at a meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting; and
        (b) a person is able to exercise the right to vote at a meeting when —
        (i) that person is able to vote during the meeting on resolutions put to the vote at that meeting; and
        (ii) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
        (5) The convener of a meeting which is to be conducted and held in the manner referred to in sub-paragraph (2) shall make whatever arrangements the convener considers appropriate to —
        (a) enable those attending the meeting to exercise their rights to speak or vote; and
        (b) ensure the identification of those attending the meeting and the security of any electronic means used to enable attendance.
        (6) Where in the reasonable opinion of the convener —
        (a) a meeting will be attended by persons who will not be present together at the same place; and
        (b) it is unnecessary or inexpedient to specify a place for the meeting,
        any requirement under these Regulations to specify a place for the meeting may be satisfied by specifying the arrangements the convener proposes to enable persons to exercise their rights to speak or vote.
        (7) In making the arrangements referred to in sub-paragraph (5) and in forming the opinion referred to in sub-paragraph (6)(b), the convener must have regard to the legitimate interests of the creditors, members or contributories and others attending the meeting in the efficient despatch of the business of the meeting.
        (8) If —
        (a) the notice of a meeting does not specify a place for the meeting;
        (b) the convener is requested in accordance with these Regulations to specify a place for the meeting; and
        (c) that request is made —
        (i) in the case of a meeting of creditors or contributories, by not less than ten (10) % in value of the creditors or contributories; or
        (ii) in the case of a meeting of members, by members representing not less than ten (10)% of the total voting rights of all the members having at the date of the request a right to vote at the meeting;
        it shall be the duty of the convener to specify a place for the meeting.
        (9) In this paragraph, "the Office-holder", in relation to a Company, means its liquidator, provisional liquidator, administrator (including for this purpose an administrator of a Deed of Company Arrangement relating to the Company) or administrative receiver.

      • 19. Creditor request for remote attendance at meetings

        (1) This paragraph applies where —
        (a) the notice of the meeting does not specify a place for the meeting;
        (b) the convenor is requested in accordance with the Regulations to specify a place for the meeting; and
        (c) that request is made —
        (i) in the case of a meeting of creditors or contributories, by not less than ten (10) % in value of the creditors or contributories; or
        (ii) in the case of a meeting of members, by members representing not less than ten (10) % of the total voting rights of all the members having at the date of the request a right to vote at the meeting.
        (2) The request must be accompanied by —
        (a) in the case of a request by creditors, a list of the creditors making or concurring with the request and the amounts of their respective debts;
        (b) in the case of a request by contributories, a list of the contributories making or concurring with the request and their respective values (being the amounts for which they may vote at the meeting);
        (c) in the case of a request by members, a list of the members making or concurring with the request and their voting rights; and
        (d) from each person concurring, confirmation of that person's concurrence.
        (3) The request must be delivered to the convener within seven (7) business days of the date on which the convener delivered the notice of the meeting in question.
        (4) Where the convener considers that the request has been properly made in accordance with these Regulations, the convener must —
        (a) deliver notice to all those previously given notice of the meeting —
        (i) that it is to be held at a specified place; and
        (ii) as to whether the date and time are to remain the same or not;
        (b) set a venue (including specification of a place) for the meeting, the date of which must be not later than 28 days after the original date for the meeting; and
        (c) deliver at least 14 days' notice of that venue to all those previously given notice of the meeting,
        and the notices required by sub-paragraphs (a) and (c) may be delivered at the same or different times.
        (5) Where the convener has specified a place for the meeting in response to a request to which this paragraph applies, the chairman of the meeting must attend the meeting by being present in person at that place.
        (6) Paragraph 14 (Expenses of requisitioned meetings) of Part 5 (Requisitioned meetings) of this Schedule does not apply to the summoning and holding of a meeting at a place specified in accordance with paragraph 18 (Remote attendance at meetings) of Part 6 (Constitution of meetings) of this Schedule.

    • PART 7 PART 7 ADJOURNMENT AND SUSPENSION

      • 20. Adjournment by chairman

        (1) The chairman may (and must if it is so resolved) adjourn for not more than 14 days —
        (a) any meeting of creditors in administration or where there is a Deed of Company Arrangement, but subject to the direction of the Court;
        (b) any meeting in a creditors' voluntary winding up or a compulsory winding-up where the adjournment is with a view to obtaining the attendance of any person referred to in Section 255(2)(a) to (e) (Duty to co-operate with Office-holder) who is not in attendance; and
        (c) any other meeting in a creditors' voluntary winding-up or a compulsory winding-up, but subject to the direction of the Court and to paragraph 22 (Adjournment of meetings to remove a liquidator) of Part 7 (Adjournment and suspension) of this Schedule.
        (2) Further adjournment under this Schedule must not be to a day later than 14 days after the date on which the meeting was originally held (subject to any direction by the Court).
        (3) If a meeting is adjourned, the chairman must, as soon as reasonably practicable, unless for any reason the chairman thinks it unnecessary or impracticable, deliver notice of the adjournment in an insolvent or compulsory winding-up, to any such person referred to in Section 255(2)(a) to (e) (Duty to co-operate with Office-holder) who did not attend the meeting as the chairman thinks fit.

      • 21. Administrator's proposals: lack of majority at initial creditors meeting

        If at an initial creditors' meeting there is not the requisite majority for approval of the administrator's proposals (with modifications, if any), the chairman may, and must if a resolution is passed to that effect, adjourn the meeting for not more than 14 days after the date on which the initial creditors' meeting was held (subject to any direction by the Court).

      • 22. Adjournment of meetings to remove a liquidator

        If the chairman of a meeting to remove the liquidator in a creditors' voluntary winding-up or a compulsory winding-up is the liquidator or the liquidator's nominee and a resolution has been proposed for the liquidator's removal, the chairman must not adjourn the meeting without the consent of at least one-half (in value) of the creditors attending and entitled to vote.

      • 23. Adjournment in absence of chairman

        (1) This paragraph applies to meetings in an administration where there is a Deed of Company Arrangement, a creditors' voluntary winding-up or a compulsory winding-up.
        (2) If no one attends to act as chairman within 30 minutes of the time fixed for the meeting to start, then the meeting is adjourned to the same time and place the following week or, if that is not a business day, to the business day immediately following.
        (3) If on the second adjournment no one attends to act as chairman within 30 minutes then the meeting comes to an end.

      • 24. Proofs and proxies in adjournment

        Where a meeting in an administration, a creditors' voluntary winding-up or compulsory winding-up or where there is a Deed of Company Arrangement is adjourned, claims, proofs and proxies may be used if delivered at any time up to 12.00 noon on the business day immediately before resumption of the adjourned meeting.

      • 25. Suspension

        In the course of a meeting, the chairman may, without an adjournment, declare it suspended for one or more periods not exceeding one (1) hour in total.

    • PART 8 PART 8 CREDITORS' VOTING RIGHTS AND MAJORITIES

      • 26. Creditors' voting rights by correspondence

        (1) A creditor is entitled to vote on a resolution by correspondence only if —
        (a) there has been delivered to the convener —
        (i) in an administration or administrative receivership or under a Deed of Company Arrangement, details; or
        (ii) in a creditors' voluntary winding-up or a compulsory winding-up, a proof,
        of the debt claimed in accordance with paragraph (2), including any calculation for the purposes of paragraphs 28 (Calculation of voting rights) or 29 (Calculation of voting rights: special cases) of Part 8 (Creditors' voting rights and majorities) of this Schedule;
        (b) the details were or proof was delivered to the convener not later than 12.00 noon on the day specified as the deadline for voting; and
        (c) the claim has been admitted for the purposes of entitlement to vote.
        (2) A debt is claimed in accordance with this paragraph if it is claimed as due from the Company to the person seeking to be entitled to vote.
        (3) The details delivered to the convener in an administrative receivership must state —
        (a) the creditors' name and address, and, if a Company, its Company registration number;
        (b) the total amount of the claim as at the date of the appointment of the receiver, less all trade and other discounts available to the Company or which would have been available to the Company but for the appointment, except for any discount for immediate or early settlement;
        (c) whether or not that amount includes outstanding uncapitalised interest;
        (d) particulars of how and when the debt was incurred by the Company;
        (e) particulars of any security held, the date when it was given and the value which the creditor puts upon it;
        (f) details of any reservation of title in relation to goods to which the debt refers; and
        (g) the name, address and authority of the person making out the claim (if other than the creditor).
        (4) The convener may call for any document or other evidence to be produced if the convener thinks it necessary for the purpose of substantiating the whole or any part of a claim.

      • 27. Creditors' voting rights at meetings

        (1) A creditor is entitled to vote at a meeting of creditors only if —
        (a) there has been delivered to the convener —
        (i) in an administration or administrative receivership or under a Deed of Company Arrangement, details; or
        (ii) in a creditors' voluntary winding-up or a compulsory winding-up, a proof,
        of the debt claimed in accordance with sub-paragraph (2), including any calculation for the purposes of paragraphs 28 (Calculation of voting rights) or 29 (Calculation of voting rights: special cases) of Part 8 (Creditors' voting rights and majorities) of this Schedule; and
        (b) the details were or proof was delivered to the convener —
        (i) not later than 12.00 noon on the business day before the day fixed for the meeting; or
        (ii) later than that time but the chairman of the meeting is satisfied that that was due to circumstances beyond that person's control; and
        (c) the claim has been admitted for the purposes of entitlement to vote; and
        (d) there has been delivered to the convener any proxy intended to be used on behalf of that person.
        (2) A debt is claimed in accordance with this paragraph if it is claimed as due from the Company to the person seeking to be entitled to vote.
        (3) The details delivered to the convener in an administrative receivership must state —
        (a) the creditor's name and address, and, if a Company, its Company registration number;
        (b) the total amount of the claim (including any applicable tax) as at the date of the appointment of the receiver, less all trade and other discounts available to the Company, or which would have been available to the Company but for the appointment, except for any discount for immediate or early settlement;
        (c) whether or not that amount includes outstanding uncapitalised interest;
        (d) particulars of how and when the debt was incurred by the Company;
        (e) particulars of any security held, the date when it was given and the value which the creditor puts upon it;
        (f) details of any reservation of title in relation to goods to which the debt refers; and
        (g) the name, address and authority of the person making out the claim (if other than the creditor).
        (4) The chairman of a meeting of creditors may call for any document or other evidence to be produced if the chairman thinks it necessary for the purpose of substantiating the whole or any part of a claim.

      • 28. Calculation of voting rights

        (1) Votes are calculated according to the amount of each creditor's claim —
        (a) in an administration, as at the date on which the Company entered administration, less —
        (i) any payments that have been made to the creditor after that date in respect of the claim; and
        (ii) any adjustment by way of set-off in accordance with paragraph 24 (Administration: mutual dealings and set-off) of Part 3 (Creditors' claims) of Schedule 5 (Proofs and distribution) —
        (aa) as if that paragraph were applied on the date on which the votes are counted if notice of declaration of a dividend has not been delivered under paragraph 36 (Notice of declaration of a dividend) of Part 4 (Distributions to creditors) of Schedule 5 (Proofs and distribution); or
        (bb) which has actually been made in calculating the dividend to be paid to the creditor if notice of declaration of a dividend has been delivered under paragraph 36 (Notice of declaration of a dividend) of Part 4 (Distributions to creditors) of Schedule 5 (Proofs and distribution);
        (b) in an administrative receivership, as at the date of the appointment of the receiver, less any payments that have been made to the creditor after that date in respect of the claim;
        (c) in a creditors' voluntary winding-up or a compulsory winding-up, as set out in the creditor's proof to the extent that it has been admitted; or
        (d) under a Deed of Company Arrangement, as at the date of the relevant meeting or in the case of a resolution by correspondence, as at the deadline specified for voting.
        (2) A creditor may vote in respect of a debt which is for an unliquidated amount or the value of which is not ascertained if the chairman or the Office-holder or Appointed Person, as the case may be, decides to put upon it an estimated minimum value for the purpose of entitlement to vote and admits the claim for that purpose.
        (3) A creditor may not vote in respect of any claim or part of a claim where the claim or part is secured, except where the vote is cast —
        (a) in an administration, in respect of —
        (i) the balance (if any) of the debt after deduction of the value of the security as estimated by the creditor; or
        (ii) the full value of the debt without deduction of the value of the security in a case where the administrator has made a statement under Section 61(6) (Requirement for initial creditors' meeting) and an initial creditors' meeting has been requisitioned under Section 61(7) (Requirement for initial creditors' meeting); or
        (b) in an administrative receivership, a creditors' voluntary winding-up or a compulsory winding-up, in respect of the balance (if any) of the debt after deduction of the value of the security as estimated by the creditor; or
        (c) under a Deed of Company Arrangement where it is so permitted.
        (4) No vote may be cast by virtue of a claim more than once on any resolution.
        (5) Sub-paragraph (4) does not prevent a creditor from —
        (a) voting in respect of less than the full value of an entitlement to vote; or
        (b) casting a vote one way in respect of part of the value of an entitlement and another way in respect of some or all of the balance of that value.

      • 29. Calculation of voting rights: special cases

        (1) In an administration, a creditor under a hire-purchase agreement is entitled to vote in respect of the amount of the debt due and payable by the Company on the date on which the Company entered administration.
        (2) In calculating the amount of any debt for the purpose of sub-paragraph (1), no account is to be taken of any amount attributable to the exercise of any right under the relevant agreement so far as the right has become exercisable solely by virtue of —
        (a) the making of an administration application;
        (b) a notice of intention to appoint an administrator or any matter arising as a consequence of the notice; or
        (c) the Company entering administration.
        (3) A creditor shall not vote in respect of a debt on, or secured by, a current bill of exchange or promissory note, unless he is willing —
        (a) to treat the liability to him on the bill or note of every person who is liable on it antecedently to the Company, as a security in his hands; and
        (b) to estimate the value of the security and, for the purpose of his entitlement to vote (but not for dividend), to deduct it from his claim.

      • 30. Procedure for admitting creditors' claims for voting at meetings

        (1) At a meeting of creditors, the chairman must ascertain entitlement to vote and admit or reject claims accordingly.
        (2) The chairman may admit or reject a claim in whole or in part.
        (3) If the chairman is in any doubt whether a claim should be admitted or rejected, the chairman must mark it as objected to and allow votes to be cast in respect of it, subject to such votes being subsequently declared invalid if the objection to the claim is sustained.

      • 31. Procedure for admitting creditors' claims for voting by correspondence

        (1) Where a matter is being voted on by correspondence the Office-holder or Appointed Person must ascertain entitlement to vote and admit or reject claims accordingly.
        (2) The Office-holder or Appointed Person may admit or reject a claim in whole or in part.
        (3) If the Office-holder or Appointed Person is in any doubt whether a claim should be admitted or rejected, the Office-holder or Appointed Person must mark it as objected to and allow votes to be cast in respect of it, subject to such votes being subsequently declared invalid if the objection to the claim is sustained.

      • 32. Requisite majorities

        (1) Subject to sub-paragraph (2) in the case of a creditors' meeting in administration proceedings or a meeting of creditors under a Deed of Company Arrangement, a resolution is passed by creditors when a majority (in value) of those voting by correspondence or attending and voting at a meeting have voted in favour of it.
        (2) In the case of a creditors' meeting in administration proceedings or a meeting of creditors under a Deed of Company Arrangement, a resolution is invalid if those voting against it include more than half in value of the creditors to whom notice of the meeting was sent who are not, to the best of the chairman's belief, Connected Persons of the Company.

      • 33. Appeals against decisions under this Part

        (1) The decision of the Office-holder or Appointed Person (in respect of matters considered by correspondence) or the chairman's decisions (in respect of matters considered at meetings) under this Part are subject to appeal to the Court by any creditor or by a contributory.
        (2) If the chairman's decision or the decision of the Office-holder or Appointed Person is reversed or varied, or votes are declared invalid, the Court may order another meeting to be summoned or make such order as it thinks just.
        (3) An appeal under this paragraph may not be made later than 21 days after the date of the meeting or relevant deadline for voting, as the case may be.
        (4) The chairman is not personally liable for costs incurred by any person in relation to an appeal under this paragraph unless the Court makes an order to that effect.
        (5) The Court's power to make an order under this paragraph is exercisable only if it considers that the circumstances giving rise to the appeal give rise to unfair prejudice or material irregularity.

    • PART 9 PART 9 CONTRIBUTORIES' VOTING RIGHTS AND MAJORITIES

      • 34. Voting rights and requisite majorities at contributories' meetings

        At a meeting of contributories —

        (a) voting rights are as at a general meeting of the Company, subject to any provision of the Articles affecting entitlement to vote, either generally or at a time when the Company is in liquidation; and
        (b) a resolution is passed if more than one half of the votes cast by contributories attending are in favour.

    • PART 10 PART 10 RECORDS, RETURNS AND REPORTS

      • 35. Minutes

        (1) The chairman of any meeting under these Regulations in an administration, under a Deed of Company Arrangement, administrative receivership or a creditors' voluntary winding-up or a compulsory winding-up, other than a Company meeting (for which see paragraph 47 (Company meetings (general)) of Part 12 (Company meetings) of this Schedule, must cause minutes of its proceedings to be kept.
        (2) The minutes must be authenticated by the chairman, and be retained by the chairman as part of the records of the proceedings in question.
        (3) The minutes must include —
        (a) a list of the names of creditors who attended a meeting of creditors or a meeting of both members and creditors and their claims;
        (b) a list of the names of contributories who attended a meeting of contributories;
        (c) if a creditors' committee has been established, the names and addresses of those elected to be members of the committee; and
        (d) a record of every resolution passed.

    • PART 11 PART 11 PROXIES AND CORPORATE REPRESENTATION

      • 36. Appointment of proxy-holders

        (1) A proxy-holder must be an individual aged 18 or over.
        (2) A proxy may be given for use only at a particular meeting.
        (3) A principal may appoint more than one person to be proxy-holder at a particular meeting; but if so —
        (a) their appointment is as alternates;
        (b) the order in which they are authorised to be proxy-holder must be specified in the appointment; and
        (c) only one of them may act as proxy-holder for that principal at the meeting.
        (4) A proxy shall be given to the chairman of the meeting in question and a person given a proxy under this paragraph may not refuse it.

      • 37. Blank proxies

        (1) A blank proxy is a document which —
        (a) when completed by the insertion or addition of the details specified in sub-paragraph (b)(iii) will be a proxy capable of use in accordance with these Regulations; and
        (b) contains a statement to the effect that a creditor, member or contributory to be named in the document when completed —
        (i) appoints a proxy-holder, to be named in the document when completed, as the proxy of the creditor, member or contributory at a meeting to be specified in the document when completed (which may or may not include the resumption of an adjourned meeting);
        (ii) directs or authorises the proxy-holder to propose or vote as, when the document is completed, will be provided in the proxy; and
        (iii) makes provision for the insertion or addition of —
        (aa) the name and address of the creditor, member or contributory;
        (bb) either the name of the proxy-holder or a statement that the proxy is given to the chairman of the meeting;
        (cc) if more than one proxy-holder is appointed, the order in which they are authorised;
        (dd) a statement of the extent to which the proxy-holder is directed to vote in a particular way or to abstain; and
        (ee) the relationship of the person authenticating the proxy to the creditor, member or contributory, and the authority of that person, where the authentication is by someone authorised by the creditor, member or contributory.
        (2) Blank proxies delivered under these Regulations must not have inserted in them the name or description of any person as proxy.
        (3) The convener of a meeting may require a proxy used at a meeting to be the same as or substantially similar to the blank proxy delivered for that meeting; but if so, the information required to be inserted on the blank proxy must be limited to the things listed in sub-paragraph (1)(b)(iii).
        (4) A proxy must be authenticated and dated by the creditor, member or contributory, or by some person authorised by the creditor, member or contributory.
        (5) If a proxy is authenticated by a person other than the principal, the nature of that person's authority must be stated.

      • 38. Use of proxies

        (1) An authenticated proxy given for a meeting must be delivered to the chairman before the meeting begins.
        (2) A proxy given for a meeting may be used at the resumption of that meeting after an adjournment, and the authenticated proxy need not be delivered to the chairman at the resumption (whether the chairman is the same person or not).
        (3) But if a different proxy is given for use at resumption of a meeting after an adjournment, the authenticated proxy must be delivered to the chairman before the commencement of the resumed meeting.
        (4) Where the Office-holder or Appointed Person holds proxies for use as chairman of a meeting but another person acts as chairman, that other person may use the proxies as if proxy-holder.
        (5) Where a proxy directs a proxy-holder to vote for or against a resolution for the nomination or appointment of a person as the Office-holder, the proxy-holder may, unless the proxy states otherwise, vote for or against (as the proxy-holder thinks fit) any resolution for the nomination or appointment of that person jointly with another or others.
        (6) A proxy-holder may propose any resolution which, if proposed by another, would be a resolution in favour of which by virtue of the proxy the proxy-holder would be entitled to vote.
        (7) Where a proxy gives specific directions as to voting, this does not, unless the proxy states otherwise, prohibit the proxy-holder from voting at the discretion of the proxy-holder on resolutions put to the meeting which are not dealt with in the proxy.

      • 39. Retention of proxies

        The chairman of a meeting must —

        (a) retain the proxies used for voting at the meeting where the chairman is also the Office-holder; or
        (b) deliver them as soon as reasonably practicable after the meeting to the Office-holder.

      • 40. Right of inspection

        (1) The Office-holder or Appointed Person must allow proxies, so long as they remain in the Office-holder's or Appointed Person's hands, to be inspected at all reasonable times on any business day by —
        (a) the creditors, in the case of proxies used at a meeting of creditors;
        (b) the members or contributories, in the case of proxies used at a meeting of the Company or of its contributories; and
        (c) the Directors,
        as the case may be.
        (2) The reference in sub-paragraph (1) to the creditors is —
        (a) in the case of a creditors' voluntary winding-up or a compulsory winding-up, to those creditors who have proved for their debts; and
        (b) in any other case, to persons who have delivered in writing claims to be creditors of the Company;
        but in neither case does it include a person whose proof or claim has been wholly rejected for purposes of voting, dividend or otherwise.
        (3) Any person attending a meeting is entitled, immediately before or in the course of the meeting, to inspect proxies and associated documents (including proofs) delivered, in accordance with directions contained in any notice convening the meeting, to the chairman or to any other person by a creditor, member or contributory for the purpose of the meeting.
        (4) This paragraph is subject to Sections 53(6) (Limited disclosure) and 58(7) (Limited disclosure of statement of proposals).

      • 41. Proxy-holder with financial interest

        (1) A proxy-holder (including the chairman of the meeting using a proxy under paragraph 38(4) (Use of proxies) of Part 11 (Proxies and corporate representation) of this Schedule) must not vote in favour of any resolution which would —
        (a) directly or indirectly place the proxy-holder or any associate in a position to receive any remuneration out of the insolvent estate; or
        (b) fix or change the basis of remuneration receivable by the proxy-holder or any associate out of the insolvent estate,
        unless the proxy specifically directs the proxy-holder to vote in that way.
        (2) For the purpose of sub-paragraph (1), the proxy-holder is an associate of the chairman where the chairman uses a proxy under paragraph 38(4) (Use of proxies) of Part 11 (Proxies and corporate representation) of this Schedule.
        (3) Where —
        (a) a proxy-holder has authenticated the proxy as being authorised to do so by the principal; and
        (b) the proxy specifically directs the proxy-holder to vote in the way mentioned in sub-paragraph (1),
        the proxy-holder must nevertheless not vote in that way without having produced to the chairman authorisation from the principal sufficient to show that the proxy-holder was entitled so to authenticate the proxy.

      • 42. Vote by chairman as proxy-holder

        Where, in a meeting of creditors in an administration, where there is a Deed of Company Arrangement or a creditors' voluntary winding-up or a compulsory winding-up, the chairman holds a proxy which includes a requirement to vote for a particular resolution and no other person proposes that resolution —

        (a) the chairman must propose it unless the chairman considers that there is good reason for not doing so; and
        (b) if the chairman does not propose it, the chairman must as soon as reasonably practicable after the meeting deliver notice to the principal of the reason why not.

      • 43. Corporate representation

        (1) A person authorised to represent a corporation (other than as a proxy) at a meeting of creditors or contributories must produce to the chairman —
        (a) the instrument conferring the authority; or
        (b) a copy of it certified as a true copy by —
        (i) two directors;
        (ii) a director and the secretary; or
        (iii) a director in the presence of a witness who attests the Director's signature.
        (2) The instrument conferring the authority must have been executed in accordance with section 39(1) to (3) (Execution of documents) of the Companies Regulations 2015 unless the instrument is the constitution of the corporation.

      • 44. Action where person excluded

        (1) In this paragraph and in paragraphs 45 (Indication to excluded person) and 46 (Complaint) of Part 11 (Proxies and corporate representation) of this Schedule, an "excluded person" means a person who has taken all steps necessary to attend a meeting under the arrangements which —
        (a) have been put in place by the convener of the meeting under paragraph 18 (Remote attendance at meetings) of Part 6 (Constitution of meetings) of this Schedule; but
        (b) do not permit that person to attend the whole or part of that meeting.
        (2) Where the chairman becomes aware during the course of the meeting that there is an excluded person, the chairman may —
        (a) continue the meeting;
        (b) declare the meeting void and convene the meeting again; or
        (c) declare the meeting valid up to the point where the person was excluded and adjourn the meeting.
        (3) Where the chairman continues the meeting, the meeting is valid unless —
        (a) the chairman decides in consequence of a complaint under paragraph 46 (Complaint) of Part 11 (Proxies and corporate representation) of this Schedule to declare the meeting void and hold the meeting again; or
        (b) the Court directs otherwise.
        (4) Without prejudice to sub-paragraph (2), where the chairman becomes aware during the course of the meeting that there is an excluded person, the chairman may, in the chairman's discretion and without an adjournment, declare the meeting suspended for any period up to one (1) hour.

      • 45. Indication to excluded person

        (1) A person who claims to be an excluded person may request an indication of what occurred during the period of that person's claimed exclusion.
        (2) A request under sub-paragraph (1) must be made as soon as reasonably practicable in accordance with sub-paragraph (3).
        (3) A request under sub-paragraph (1) must be made to —
        (a) the chairman where it is made during the course of the business of the meeting; or
        (b) the Office-holder where it is made after the conclusion of the business of the meeting.
        (4) Where satisfied that the person making the request is an excluded person, the person to whom the request is made under sub-paragraph (3) must deliver the requested indication to the excluded person no later than three (3) business days after the day on which the exclusion is claimed to have occurred, or on which the request was made under sub-paragraph (1), as the case may be.

      • 46. Complaint

        (1) A person may make a complaint if that person —
        (a) is, or claims to be, an excluded person; or
        (b) attends the meeting and claims to have been adversely affected by the actual, apparent or claimed exclusion of another person.
        (2) The complaint must be made to the appropriate person, who is —
        (a) the chairman, where the complaint is made during the course of the meeting; or
        (b) the Office-holder, where it is made after the meeting.
        (3) The complaint must be made as soon as reasonably practicable and, in any event, no later than 16.00 hours on the business day following —
        (a) the day on which the person was, appeared or claimed to be excluded; or
        (b) where an indication is sought under paragraph 45 (Indication to excluded person) of Part 11 (Proxies and corporate representation) of this Schedule, the day on which the complainant received the indication.
        (4) The appropriate person must —
        (a) consider whether there is an excluded person;
        (b) where satisfied that there is an excluded person, consider the complaint; and
        (c) where satisfied that there has been prejudice, take such action as the appropriate person considers fit to remedy the prejudice.
        (5) Sub-paragraph (6) applies where the appropriate person is satisfied that the complainant is an excluded person and —
        (a) a resolution was voted on at the meeting during the period of the person's exclusion; and
        (b) the excluded person asserts how the excluded person intended to vote on the resolution.
        (6) Where the appropriate person is satisfied if the excluded person had voted as that person intended it would have changed the result of the resolution, then the appropriate person must —
        (a) count the intended vote as having been cast in that way;
        (b) amend the record of the result of the resolution; and
        (c) where notice of the result of the resolution has been delivered to those entitled to attend the meeting, deliver notice to them of the change.
        (7) Where satisfied that more than one complainant is an excluded person, the appropriate person must have regard to the combined effect of the intended votes.
        (8) The appropriate person must deliver notice to the complainant of any decision.
        (9) A complainant who is not satisfied by the action of the appropriate person may apply to the Court for directions and any application must be made no more than two business days from the date of receiving the decision of the appropriate person.

    • PART 12 PART 12 COMPANY MEETINGS

      • 47. Company meetings (general)

        Unless these Regulations provide otherwise, a Company meeting must be called and conducted, and records of the meeting must be kept in accordance with the law of the Abu Dhabi Global Market, including any applicable provision in or made under the Companies Regulations 2015.