Shareholder meeting: proxy form

When do I use this document?

• to accompany the notice of a general meeting of shareholders of a private limited company
• for the appointment of a proxy by a shareholder to attend and vote at the general meeting

What are the key features?

• option to appoint either a named individual or the chair of the meeting as the proxy
• option to direct the proxy to vote either for or against each resolution
• includes notes for completing and delivering the proxy form to the company in advance of the meeting

What else do I need to know?

Shareholders have a statutory right under the Companies Act 2006 to appoint one or more proxies to exercise all their rights at a shareholder meeting, including the rights to attend, speak and vote at the meeting.  The proxy appointment need not include voting instructions for the proxy.  However, if instructions are provided, the proxy must vote according to the member’s instructions.  If more than one proxy is appointed, each proxy must be assigned to exercise the rights attached to different shares.

How is a proxy appointed?

A proxy is appointed by the shareholder completing and delivering a written proxy notice to the company prior to the general meeting.  Each general meeting notice must include a statement of shareholders’ rights to appoint one or more proxies.  Typically, the form of proxy is included with the general meeting notice.

The Articles of Association may specify the form and contents of a proxy notice and the deadline for its delivery in advance of the general meeting.  This deadline cannot exceed 48 hours prior to the meeting, considering working days only.

What other documents are available?

Related documents for calling and holding general meetings include:

• Shareholder meeting notice
• Shareholder meeting – corporate representative appointment
• Shareholder meeting consent to short notice 
• Shareholder meeting – template minutes