Variation of Class Rights
Rights attached to a class of a company’s shares may be varied only—
(a) in accordance with the provisions of the company’s articles providing for the variation of those rights; or
(b) if the company’s articles contain no such provision—if the holders of shares of that class consent to the variation
The consent required for the purpose of variation is to be given by the holders of a class of a company’s shares is—
(a) Consent in writing from the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any shares held as treasury shares); or
(b) A special resolution passed at a separate general meeting of the holders of that class sanctioning the variation.
The holders of not less in the aggregate than fifteen percent of the issued shares of the relevant class (being persons who did not consent to or vote in favour of the resolution for the variation) may apply to the Court to have the variation cancelled.
If the rights attached to shares of a company are varied, the company shall, within fourteen days after the date on which the variation is made, lodge with the Registrar for registration a notice giving particulars of the variation. If a company fails to comply, the company and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings.