636. Resolution authorising off-market purchase: disclosure of details of contract

(1) This section applies in relation to a resolution to confer, vary, revoke or renew authority for the purposes of section 634 (authority for off-market purchase of own shares).
(2) A copy of the contract (if it is in writing) or a memorandum setting out its terms (if it is not) must be made available to members-
(a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him,
(b) in the case of a resolution at a meeting, by being made available for inspection by members of the company both-
(i) at the company’s registered office for not less than 15 days ending with the date of the meeting, and
(ii) at the meeting itself.
(3) A memorandum of contract terms so made available must include the names of the members holding shares to which the contract relates.
(4) A copy of the contract so made available must have annexed to it a written memorandum specifying such of those names as do not appear in the contract itself.
(5) The resolution is not validly passed if the requirements of this section are not complied with.