For purposes of this summary, the term “shareholder” shall have the meaning ascribed thereto in section 57(1) of the
Companies Act.
| 1. |
At any time, a shareholder of a company is entitled to appoint any individual, including an individual who is not a
shareholder of that company, as a proxy to participate in, speak and vote at, a shareholders meeting on behalf of the
shareholder |
| 2. |
A proxy appointment must be in writing, dated and signed by the relevant shareholder. |
| 3. |
Except to the extent that the memorandum of incorporation of a company provides otherwise – |
| 3.1 |
a shareholder of the relevant company may appoint two or more persons concurrently as proxies, and may appoint
more than one proxy to exercise voting rights attached to different securities held by such shareholder; and |
| 3.2 |
a copy of the instrument appointing a proxy must be delivered to the relevant company, or to any other person on
behalf of the relevant company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting. |
| 4. |
Irrespective of the form of instrument used to appoint a proxy – |
| 4.1 |
the appointment of the proxy is suspended at any time and to the extent that the shareholder who appointed that
proxy chooses to act directly and in person in the exercise of any rights as a shareholder of the relevant company; and |
| 4.2 |
should the instrument used to appoint a proxy be revocable, a shareholder may revoke the proxy appointment by
cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation
instrument to the proxy and the relevant company. |
| 5. |
The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act
on behalf of the relevant shareholder as of the later of the date – |
| 5.1 |
stated in the revocation instrument, if any; or |
| 5.2 |
upon which the revocation instrument is delivered to the proxy and the relevant company. |
| 6. |
Should the instrument appointing a proxy or proxies have been delivered to the relevant company, as long as that
appointment remains in effect, any notice that is required by the Companies Act or the relevant company’s
memorandum of incorporation to be delivered by such company to the shareholder must be delivered by such
company to – |
| 6.1 |
the shareholder, or |
| 6.2 |
the proxy or proxies if the shareholder has in writing directed the relevant company to do so and has paid any
reasonable fee charged by the company for doing so. |
| 7. |
A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without
direction, except to the extent that the memorandum of incorporation of the relevant company or the instrument
appointing the proxy provides otherwise. |
| 8. |
If a company issues an invitation to shareholders to appoint one or more persons named by such company as a
proxy, or supplies a form of instrument for appointing a proxy – |
| 8.1 |
such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy
is intended to be exercised and must bear a reasonably prominent summary of the rights established by section 58
of the Companies Act; |
| 8.2 |
the company must not require that the proxy appointment be made irrevocable; and |
| 8.3 |
the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used,
unless revoked as contemplated in section 58(5) of the Companies Act (see paragraph 5 above). |
