Proxy Shareholder Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Proxy Shareholder Agreement is a fundamental corporate governance document used in Australian business practice when a shareholder wishes to delegate their voting rights and other shareholder powers to a nominated representative. This agreement becomes essential in situations where shareholders cannot personally attend meetings, require professional representation, or wish to establish long-term proxy arrangements. The document must comply with the Corporations Act 2001 (Cth) and potentially ASX requirements for listed companies. It typically includes detailed provisions about voting instructions, the scope of proxy authority, reporting requirements, and termination rights. The agreement is particularly crucial for institutional investors, overseas shareholders, or in situations requiring specialized voting expertise.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 legal definitions
Relevant Industries

Financial Services

Banking

Mining and Resources

Real Estate Investment

Technology

Healthcare

Retail

Manufacturing

Professional Services

Telecommunications

Energy

Infrastructure

Investment Management

Relevant Teams

Legal

Corporate Governance

Compliance

Company Secretariat

Shareholder Services

Corporate Affairs

Risk Management

Investment Operations

Board Secretariat

Regulatory Affairs

Relevant Roles

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

Industries
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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