Notice of Proxy to Consider a Specific Resolution

Every member of a company limited by shares or by guarantee who is entitled to attend and vote at general meeting may appoint a proxy. The proxy need not be a member of the company. The proxy will have the right to attend, speak, join in any demand for a poll and the right to vote at the meeting.

This is a statutory right under Section 324 of the Companies Act 2006 and applies regardless of the provisions of the company's articles. However note that whilst the Companies Act 2006 allows a proxy voting rights on both a show of hands and a poll (Section 284(2)) it also allows the articles to override on this particular point (Section 284(4)). The 2006 Model Articles do not do so and allows proxies to vote on a show of hands as well as on a poll. It is therefore to check the provisions of the articles if based on Table A and incorporated under the Companies Act 1985.

Proxies must be appointed in writing and the proxy document must be delivered to the registered office of the company 48 hours before the start of the meeting. The company cannot specify a longer period than this. Proxies can also be lodged by means of electronic communication.

NOTE: The document appointing a proxy is known as a 'proxy notice under the 2006 model articles. In the case of companies with older articles the document may be referred to as a 'proxy form' or simply a 'proxy'. The document created after completion of the following form(s) should therefore be amended as necessary using the edit function.

Proxies can be open (unrestricted) or specific (meaning that the proxy must follow specific voting instructions.