Section 121 of The Companies Act No. 17 of 2015: Exercise of rights if shares held on behalf of others: members’ requests
(1) This section applies to sections 289, 312 and 766.
(2) A company is required to act under a section to which this section applies if it receives a request that complies with the following conditions—
(a) it is made by at least one hundred persons;
(b) it is authenticated by all the persons making it;
(c) if any of those persons is not a member of the company, it is accompanied by a statement—
(i) specifying the full name and address of a person who is the member of the company and holds shares on behalf of that person;
(ii) stating that the member is holding the shares on behalf of that person in the course of a business;
(iii) specifying the number of shares in the company that the member holds on behalf of that person;
(iv) specifying the total amount paid up on the shares;
(v) stating that the shares are not held on behalf of anyone else or, if they are, that the other person or persons are not among the other persons making the request;
(vi) stating that some or all of the shares confer voting rights that are relevant for the purposes of making a request under the relevant section; and
(vii) stating that the person has the right to instruct the member how to exercise the rights;
(d) if any of those persons is a member of the company, it is accompanied by a statement that the member—
(i) holds shares otherwise than on behalf of another person; or
(ii) holds shares on behalf of one or more other persons but those persons are not among the other persons making the request;
(e) it is accompanied by such evidence as the company may reasonably require of the matters referred to in paragraphs (c) and (d);
(f) the total amount of the sums paid up on— (i) shares held as referred to in paragraph (c); and
(ii) shares held as referred to in paragraph (d), divided by the number of persons making the request, is not less than ten thousand shillings;
(g) the request complies with any other requirements of the section.
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