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Proxy Shareholder Agreement
"I need a Proxy Shareholder Agreement for my mining company listed on the ASX, appointing our Chief Financial Officer as proxy for overseas institutional investor meetings during 2025, with specific provisions for electronic voting and confidentiality of sensitive market information."
1. Parties: Identification of the Principal Shareholder and the appointed Proxy, including full legal names, addresses, and ACN/ABN where applicable
2. Background: Context of the agreement, including shareholding details and the reason for the proxy appointment
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpreting the document
4. Appointment of Proxy: Formal appointment clause specifying the proxy's appointment and the shares covered by the arrangement
5. Scope of Proxy Rights: Detailed description of voting rights and other powers granted to the proxy
6. Duration and Termination: Term of the proxy arrangement and circumstances under which it can be terminated
7. Obligations of the Proxy: Duties and responsibilities of the proxy, including voting instructions and reporting requirements
8. Rights of the Principal: Retained rights of the principal shareholder and oversight mechanisms
9. Compliance with Law: Provisions ensuring compliance with the Corporations Act and other relevant legislation
10. General Provisions: Standard clauses including notices, governing law, and dispute resolution
1. Multiple Proxies: Section addressing arrangements where multiple proxies are appointed for different purposes or shares
2. Special Voting Instructions: Specific instructions for voting on particular matters or types of resolutions
3. Alternate Proxy Provisions: Provisions for appointing an alternate proxy in case the primary proxy is unavailable
4. Confidentiality: Specific confidentiality obligations regarding company information accessed through proxy role
5. Foreign Shareholder Provisions: Additional provisions required for foreign shareholders under FIRB regulations
6. Electronic Voting Arrangements: Provisions for electronic voting and virtual meeting attendance
7. Proxy Remuneration: Terms of any payment or compensation to the proxy, if applicable
1. Schedule 1 - Share Details: Details of shares covered by the proxy arrangement, including share classes and numbers
2. Schedule 2 - Proxy Form: Standard proxy form compliant with company constitution and Corporations Act requirements
3. Schedule 3 - Voting Instructions: Template for providing specific voting instructions to the proxy
4. Schedule 4 - Company Constitution Extract: Relevant extracts from the company constitution regarding proxy appointments
5. Appendix A - Meeting Procedures: Procedures for proxy participation in shareholder meetings
6. Appendix B - Reporting Template: Template for proxy's reports to the principal shareholder
Authors
Alternate Proxy
Annual General Meeting
ASX
Board
Business Day
Company
Company Constitution
Corporations Act
Electronic Meeting
Extraordinary General Meeting
General Meeting
Governing Law
Meeting Notice
Notice
Parties
Principal
Principal's Shares
Proxy
Proxy Authority
Proxy Form
Proxy Rights
Register of Members
Related Body Corporate
Relevant Interest
Resolution
Share
Share Certificate
Shareholder
Special Resolution
Termination Date
Term
Voting Instructions
Voting Period
Voting Rights
Authority
Voting Rights
Duration
Termination
Obligations
Representations and Warranties
Indemnification
Confidentiality
Notices
Assignment
Amendment
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Counterparts
Compliance
Reporting
Instructions
Remuneration
Liability
Insurance
Record Keeping
Electronic Communications
Conflicts of Interest
Third Party Rights
Variation
Waiver
Financial Services
Banking
Mining and Resources
Real Estate Investment
Technology
Healthcare
Retail
Manufacturing
Professional Services
Telecommunications
Energy
Infrastructure
Investment Management
Legal
Corporate Governance
Compliance
Company Secretariat
Shareholder Services
Corporate Affairs
Risk Management
Investment Operations
Board Secretariat
Regulatory Affairs
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Corporate Governance Manager
Shareholder Relations Manager
Investment Manager
Board Director
Chief Legal Officer
Chief Governance Officer
Corporate Affairs Director
Risk Manager
Investment Director
Portfolio Manager
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