Paragraph 45 Content of proxy noticesI1

United Kingdom

(1)

Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—

(a)

states the name and address of the shareholder appointing the proxy;

(b)

identifies the person appointed to be that shareholder’s proxy and the general meeting in relation to which that person is appointed;

(c)

is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and

(d)

is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

(2)

The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

(3)

Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(4)

Unless a proxy notice indicates otherwise, it must be treated as—

(a)

allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

(b)

appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Annotations

C1: Sch. 1 applied (with modifications) (24.11.2025) by General Cemetery Act 2025 (c. ii), ss. 1(2), 3(3)