Section 5:

5. CDS deemed not to be a member (1) Notwithstanding the Companies Act or any other enactment or the memorandum or articles of association of a company, where the CDS is named in the register of members of the company or a register of debenture holders or other security holders of an issuer— (a) the CDS shall be deemed not to be a member of the company; and (b) the persons named as the depositors in a Depository Register shall, for such period as the deposited securities are entered against their names in the Depository Register, be deemed to be— (i) members of the company in respect of the amount of deposited securities (relating to the stocks or shares issued by the company) entered against their respective names in the Depository Register; or S8 – 5 [Issue 1] Securities (Central Depository, Clearing and Settlement) Act (ii) holders of the amount of the issuer’s deposited securities (relating to the debentures or any derivative instruments or other deposited securities but excluding stocks or shares issued by a company) entered against their names in the Depository Register. (2) (a) Subject to paragraph (c), nothing in this Act shall be construed as affecting the obligation of a company to keep— (i) a register of its members, and allow inspection of the register, under the Companies Act; and (ii) a register of holders of debentures issued by the company, and allow inspection of the register, under the Companies Act. (b) Nothing in this Act shall be construed as affecting— (i) the obligation of an issuer other than a company to keep a register of the holders of any securities issued by the issuer, except that the issuer shall be under no obligation to enter into such register the names and particulars of securities under subsection (1) (b); (ii) the right of a depositor to withdraw his documents evidencing title in respect of listed securities from the CDS at any time in accordance with the rules of the CDS, and to register them in his or any other name; or (iii) the enjoyment of any right, power or privilege conferred by, or the imposition of any liability, duty or obligation under, the Companies Act or any other enactment or under any instrument or under the memorandum or articles of association of a company upon a depositor, as a member of a company or as a holder of debentures or any derivative instrument, except to the extent provided for in this Act or prescribed under this Act. (c) A company shall be under no obligation to enter in a register referred to in paragraph (a) the names and particulars of persons who are deemed members or holders of debentures under subsection (1) (b). (3) Notwithstanding the Companies Act, a depositor shall not be regarded as a member of a company entitled to attend a general meeting of the company and to speak and vote at the meeting unless his name appears on the Depository Register 48 hours before the general meeting. (4) Where securities which have been deposited with the CDS are forwarded by the CDS to the relevant registry of the issuer as provided by the rules of the CDS, the registry of the issuer, on receipt of the deposited securities from the CDS, shall confirm to the CDS, within the period specified in the rules of the CDS, the authenticity of the security certificates which have been deposited. [Issue 1] S8 – 6 Revised Laws of Mauritius