Section 6: Proxies

6. Proxies (1) A shareholder may exercise the right to vote either by being present in person or by proxy. (2) A proxy for a shareholder may attend and be heard at a meeting of shareholders as if the proxy were the shareholder. (3) A proxy shall be appointed by notice in writing signed by the shareholder and the notice shall state whether the appointment is for a particular meeting or a specified term. (4) (a) No proxy shall be effective in relation to a meeting unless a copy of the notice of appointment is produced before the start of the meeting. (b) Any power of attorney or other authority under which the proxy is signed or a notarially certified copy shall also be produced. (c) A proxy form shall be sent with each notice calling a meeting of the company. (d) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing or in the case of a corporation under the hand of an officer or of an agent duly authorised. (e) The instrument appointing a proxy shall be in the following form— I/we ........................ of ................... being shareholders of the above named company hereby appoint ..................................... or failing him/her, .............................. of ................................ as my/our proxy to vote for me/us at the meeting of the company to be held on ....................................... and at any adjournment of the meeting. Signed this ................................. day of ................................ [Issue 1] C35 – 222 Revised Laws of Mauritius (5) (a) The constitution of a company may provide that the instrument appointing a proxy shall not be effective unless it is produced by a specified time before the start of a meeting where the time specified is not earlier than 24 hours before the start of the meeting. (b) This paragraph other than subparagraph (4) (e) shall apply notwithstanding any contrary provision in any constitution adopted by the company.