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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part F : Governance of companies

58. Shareholder right to be represented by proxy

 

 

1) At any time, a shareholder of a company may appoint any individual, including an individual who is not a shareholder of that company, as a proxy to—
a) participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder; or
b) give or withhold written consent on behalf of the shareholder to a decision contemplated in section 60.

 

2) A proxy appointment—
a) must be in writing, dated and signed by the shareholder; and
b) remains valid for—
i) one year after the date on which it was signed; or
ii) any longer or shorter period expressly set out in the appointment,

unless it is revoked in a manner contemplated in subsection (4)(c), or expires earlier as contemplated in subsection (8)(d).

 

3) Except to the extent that the Memorandum of Incorporation of a company provides otherwise—
a) a shareholder of that 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 the shareholder;
b) a proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person, subject to any restriction set out in the instrument appointing the proxy; and
c) a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the 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—
a) the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder;
b) the appointment is revocable unless the proxy appointment expressly states otherwise; and
c) if the appointment is revocable, a shareholder may revoke the proxy appointment by—
i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and
ii) delivering a copy of the revocation instrument to the proxy, and to the 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 shareholder as of the later of—
a) the date stated in the revocation instrument, if any; or
b) the date on which the revocation instrument was delivered as required in subsection (4)(c)(ii).

 

6) If the instrument appointing a proxy or proxies has been delivered to a company, as long as that appointment remains in effect, any notice that is required by this Act or the company’s Memorandum of Incorporation to be delivered by the company to the shareholder must be delivered by the company to—
a) the shareholder; or
b) the proxy or proxies, if the shareholder has—
i) directed the company to do so, in writing; and
ii) 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 shareholder without direction, except to the extent that the Memorandum of Incorporation, 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 the company as a proxy, or supplies a form of instrument for appointing a proxy—
a) the invitation must be sent to every shareholder who is entitled to notice of the meeting at which the proxy is intended to be exercised;
b) the invitation, or form of instrument supplied by the company for the purpose of appointing a proxy, must—
i) bear a reasonably prominent summary of the rights established by this section;
ii) contain adequate blank space, immediately preceding the name or names of any person or persons named in it, to enable a shareholder to write in the name and, if so desired, an alternative name of a proxy chosen by the shareholder; and
iii) provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution or resolutions to be put at the meeting, or is to abstain from voting;
c) the company must not require that the proxy appointment be made irrevocable; and
d) the proxy appointment remains valid only until the end of the meeting at which it was intended to be used, subject to subsection (5).

 

9) Subsection (8)(b) and (d) do not apply if the company merely supplies a generally available standard form of proxy appointment on request by a shareholder.