Section 312 of The Companies Act No. 17 of 2015: Public companies: members’ power to require circulation of resolutions for annual general meeting
(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is proposed to be moved at that meeting.
(2) A public company is not required to give notice of a resolution if—
(a) it would, if passed, be void (whether because of inconsistency with this Act or any other written law or the company's constitution or otherwise);
(b) it defames a person; or
(c) it is frivolous or vexatious.
(3) A company is required to give notice of a resolution once it has received requests that it do so from—
(a) members representing at least five percent of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate; or
(b) at least one hundred members who have a right to vote on the resolution at the annual general meeting to which the requests relate and hold shares in the company on which there has been paid up an average sum, per member, of at least ten thousand shillings.
(4) A request is effective for the purpose of this section only if—(a) it is in hard copy form or in electronic form;
(b) identifies the resolution of which notice is to be given;
(c) is authenticated by the person or persons making it; and (d) is received by the company not later than—
(i) six weeks before the annual general meeting to which the request relate; or
(ii) if later, the time at which notice is given of that meeting.
(5) If a public company fails to comply with subsection (3), the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
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