Special resolutions allowing Irish Press to engage in a share buy-back scheme were passed at an extraordinary general meeting yesterday amid protracted opposition, questioning and comment from the assembled shareholders.

Together with the company's annual general meeting which preceded it, the session lasted almost six hours.

The voting, however, showed up majorities of more than 480,000 for each of the four resolutions against minority votes which peaked at 2,541, as the managing director and secretary, Dr Eamon de Valera exercised his controlling 50.4 per cent stake, amounting to more than 458,000 shares. Irish Press can now proceed to offer to buy back up to 100,000 shares, representing 11 per cent of the equity, from existing shareholders at a price of 250p per share.

Dr de Valera said he believed there were about 2,000 shareholders with 20 shares or less. These people can opt to sell their entire holdings. In the board's estimation, more than half the 100,000 share offer would be available to other shareholders, he said. But board members were questioned about why there had been no independent, professional evaluation of the company shares. The chairman, Mr Vincent Jennings, referred the questioner to documentation indicating how the 250p price was arrived at.

One shareholder, Mr Neal Duggan, asked what advantage there would be to shareholders if the company was wound up. Mr Jennings said any benefit could be found within the annual report where the assets were reported.

Mr Duggan said if the board was concerned with returning value to shareholders, it had a duty to know what advantage there would be in appointing a liquidator.

The board had no intention of "going down that road", Mr Jennings said. The board had decided to return value to shareholders this year, and had decided that the best way was to make a proposal for a buy-back.

There was no nefarious plan to privatise the company or have it taken over, he said. The board had not opted for a dividend because a large amount would have gone to Dr de Valera's interests "and not so much would have flowed to what may be described as the small shareholder". Given the state of the company, the price offered per share was a reasonable one.

One shareholder, and former Irish Press employee, Mr Anthony Ffrench, asked whether board members were surprised that the shareholders "on this side of the fence" did not trust them. They had sacked the journalist, Mr Colm Rapple, they had eliminated three newspapers, and the company had three employees, one of whom (Dr de Valera) was drawing a £75,000 salary. Mr Jennings said he did not accept the "brief analysis of the history of the situation", and the board could not be blamed. If the distrust did exist, it had no right to exist on that basis. "I do not believe it should exist on any terms, Mr Ffrench," he said.

Earlier, Mr Ffrench said he had placed an advertisement in Buy & Sell magazine looking for Irish Press shares.

In relation to an offer for the three titles - Irish Press, Evening Press and Sunday Press - owned by Irish Press Publications and in which Irish Press plc has a 75 per cent stake, the company's third director, Mr James Lenehan, said he was cautiously optimistic about the outcome.

"It is also true to say that it is not conditional on Mr Jennings or Dr de Valera to be part of any future package. We should not hold or feel that there is an impediment in that sense," he said.

Irish Press Publications owes a £1 million debt plus about £220,000 interest to Independent Newspapers.