Proxy Shareholder Agreement Template for England and Wales

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Key Requirements PROMPT example:

Proxy Shareholder Agreement

"I need a Proxy Shareholder Agreement for our UK-based private company where I want to appoint my business partner as proxy holder for the upcoming annual general meeting in March 2025, with specific voting instructions regarding the proposed board restructuring."

Document background
A Proxy Shareholder Agreement is commonly used when shareholders cannot attend company meetings in person or wish to delegate their voting rights to a representative. The agreement, governed by English and Welsh law, establishes clear parameters for proxy voting, including the scope of authority, duration, and any limitations. It's particularly relevant for institutional investors, overseas shareholders, or situations requiring professional representation at shareholder meetings. The document must comply with the Companies Act 2006 and may include specific provisions for electronic communications and multiple proxy appointments.
Suggested Sections

1. Parties: Identification of the principal shareholder and appointed proxy

2. Background: Context of the proxy appointment and shareholding details

3. Definitions: Key terms used throughout the agreement

4. Appointment of Proxy: Formal appointment and scope of proxy authority

5. Duration and Termination: Term of proxy appointment and termination provisions

6. Voting Rights and Instructions: Scope of voting rights and mechanism for giving instructions

Optional Sections

1. Multiple Proxies: Additional provisions for cases where multiple proxies are appointed for shareholders holding shares in different capacities

2. Electronic Communications: Provisions governing electronic proxy appointments and communications between parties

3. Remuneration: Terms and conditions of any payment or compensation to be made to the proxy

Suggested Schedules

1. Schedule 1: Share Details: Detailed schedule of shares subject to the proxy arrangement

2. Schedule 2: Form of Proxy Notice: Standard form template for making proxy appointments

3. Schedule 3: Voting Instructions: Template and procedures for providing voting instructions

4. Appendix A: Company Articles Extract: Relevant extracts from the company articles regarding proxy appointments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006 - Proxy Provisions: Sections 324-331 governing proxy appointments, voting rights at meetings (Section 284), general voting rights (Section 285), and proxy representation (Section 152)

Financial Services and Markets Act 2000: Key legislation for financial services regulation, particularly relevant when dealing with proxy arrangements in publicly listed companies

Companies (Model Articles) Regulations 2008: Contains standard proxy provisions that serve as a template or reference point for proxy arrangements in company articles

UK Corporate Governance Code: Provides guidelines and best practices for corporate governance, including shareholder rights and proxy voting for listed companies

FCA Listing Rules: Regulatory requirements for listed companies regarding shareholder rights and proxy arrangements

UK Shareholders' Rights Regulations 2009: Regulations implementing EU directives on shareholder rights, including provisions for proxy voting

Relevant Case Law: Important precedents from English courts regarding proxy voting rights and interpretation of shareholder disputes

EU Retained Law: Post-Brexit retained EU legislation that may impact shareholder rights and proxy arrangements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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