Section 9: Shareholder proposals

9. Shareholder proposals (1) A shareholder may give written notice to the Board of a matter the shareholder proposes to raise for discussion or resolution at the next meeting of shareholders at which the shareholder is entitled to vote. (2) Where the notice is received by the Board not less than 28 days before the last day on which notice of the relevant meeting of shareholders is required to be given by the Board, the Board shall, at the expense of the company, give notice of the shareholder’s proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting. (3) Where the notice is received by the Board not less than 7 days and not more than 28 days before the last day on which notice of the relevant meeting of shareholders is required to be given by the Board, the Board shall, at the expense of the shareholder, give notice of the shareholder’s proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting. (4) Where the notice is received by the Board less than 7 days before the last day on which notice of the relevant meeting of shareholders is required to be given by the Board, the Board may, where practicable, and at the expense of the shareholder, give notice of the shareholder’s proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting. (5) Where the directors intend that shareholders may vote on the proposal by proxy or by postal vote, they shall give the proposing shareholder the right to include in or with the notice given by the Board a statement of not more than 1000 words prepared by the proposing shareholder in support of the proposal, together with the name and address of the proposing shareholder. (6) The Board shall not be required to include in or with the notice given by the Board a statement prepared by a shareholder which the directors consider to be defamatory, frivolous, or vexatious. (7) Where the costs of giving notice of the shareholder’s proposal and the text of any proposed resolution are required to be met by the proposing shareholder, the proposing shareholder shall, on giving notice to the Board, deposit with the company or tender to the company a sum sufficient to meet those costs. (8) This paragraph shall apply notwithstanding any contrary provision in any constitution adopted by the company. [Issue 1] C35 – 224 Revised Laws of Mauritius