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VOTES OF MEMBERS
44.
Voting rights
(1)
Subject to these articles and to any special rights or restrictions as to voting for the time
being attached to any class of shares in the Company:
(a)
on a show of hands, every qualifying person present shall, subject to sub-
paragraph
have one vote;
(b)
on a show of hands, every proxy who has been appointed by more than one
member entitled to vote on the resolution shall have two votes, one vote for and
one against the resolution if:
(A)
one or more of the members instructed him to vote for and one or more of
the members instructed him to vote against the resolution; or
(B)
one or more of the members instructed him to vote for the resolution and
one or more of the members gave him discretion as to how to vote and he
exercises his discretion by voting against the resolution; or
(C)
one or more of the members instructed him to vote against the resolution
and one or more of the members gave him discretion as to how to vote
and he exercises his discretion by voting for the resolution; and
(c)
on a poll, every member who is present in person or by a duly appointed proxy
shall have one vote for each share of which he is the holder.
(2)
For the purposes of determining which persons are entitled to attend or vote at any
general meeting, and how many votes such persons may cast, the Company may specify
in the notice of the meeting a time in accordance with the Statutes by which a person
must be entered on the register in order to have the right to attend or vote at the
meeting. Changes to entries on the register after the time so specified shall be
disregarded in determining the rights of any person to attend or vote at the meeting,
notwithstanding any provisions in the Statutes or these articles to the contrary.
45.
Representation of bodies corporate
(1)
Any body corporate which is a member of the Company may, by resolution of its board or
other governing body, authorise any person or persons to act as its representative or
representatives at any general meeting of the Company. For the purposes of these
articles, a body corporate shall be deemed to be present in person at any general meeting
of the Company if one or more of its representatives is present at that meeting. The board
or any director or the secretary may (but shall not be bound to) require evidence of the
authority of any such representatives. Any authorisation in writing purporting to be signed
by an officer of, or other person duly authorised for the purpose by, the body corporate
shall be conclusive evidence of the authority of the representatives to act on behalf of the
body corporate.
(2)
Where more than one person is authorised to represent a body corporate and more than
one person purports to exercise a power on behalf of that body corporate:
(a)
if each such person purports to exercise the power in the same way, the power is
treated as exercised in that way; and
(b)
if each such person does not purport to exercise the power in the same way, the
power is treated as not exercised.
