254DPre‑emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135)

#### 254D Pre‑emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135) (1) Before issuing shares of a particular class, the directors of a proprietary company must offer them to the existing holders of shares of that class. As far as practicable, the number of shares offered to each shareholder must be in proportion to the number of shares of that class that they already hold. (2) To make the offer, the directors must give the shareholders a statement setting out the terms of the offer, including: (a) the number of shares offered; and (b) the period for which it will remain open. (3) The directors may issue any shares not taken up under the offer under subsection (1) as they see fit. (4) The company may by resolution passed at a general meeting authorise the directors to make a particular issue of shares without complying with subsection (1).