Shareholder meeting: proxy form
This form of proxy for shareholder meeting is a template proxy form for a general meeting of a private limited company. The proxy form is for the appointment of a single proxy.
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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:
When do I use this document?
- when a shareholder waives their pre-emption rights on the transfer of shares by another shareholder
- when the shareholder agrees to waive its first refusal rights under either the company’s Articles of Association or Shareholders Agreement
What are the key features?
- different forms of waiver, depending on whether the waiving shareholder is an individual or a company
- optional wording based on whether the pre-emption rights arise under either the Articles of Association or Shareholders Agreement
- waiver in the form of a Deed
What else do I need to know?
When do pre-emption rights apply on a share transfer?
Shareholders may have pre-emption rights in relation to the proposed transfer of existing shares in the company by another shareholder.
Pre-emption rights exist and operate as a right of first refusal, allowing non-transferring shareholders to acquire shares in proportion to their existing number of shares for the same cash consideration as the selling shareholder proposes to sell them to a third party and before the shares can be acquired by another party. The buyer could be another current shareholder or someone who is not already a shareholder.
Pre emption rights arise from either the company’s Articles of Association or the company’s Shareholders Agreement (or possibly both). They will not apply if the company does not have a Shareholders Agreement and has adopted, without amendment, the Model Articles for private limited companies. The Companies Act 2006 does not contain a statutory pre-emption right on the transfer of shares. See Articles of Association – pre-emption (share transfer) for pre-emption rights to include in Articles of Association by passing a special resolution.
A non-transferring shareholder can elect not to accept the offer to purchase the shares and instead to waive their pre-emptive rights in relation to a proposed transfer. To do so, the non-transferring shareholder should sign a waiver of pre-emption rights.
What other documents are available?
For a deed of waiver disapplying pre-emption on a proposed allotment of new shares, see
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Updated by a lawyer on 15/08/2024
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