Existing Article of Association for PLC - page 20

20
24.
Proxies for General Meetings and Corporate Members
24.1
The instrument appointing a proxy shall be in writing under the hand of the appointor or of
his attorney duly authorised in writing or if the appointor is a corporation either under seal
or under the hand of an officer or attorney duly authorised. A proxy need not be a
Member.
24.2
The instrument appointing a proxy and the power of attorney or other authority (if any)
under which it is signed, or a copy of that power or authority certified as a true copy to the
satisfaction of the Secretary, shall be deposited at the Office within such time (not
exceeding forty-eight hours) before the time for holding the meeting or adjourned meeting
or for the taking of a poll at which the person named in the instrument proposes to vote as
the board may from time to time determine.
24.3
A Member may, by one or more instruments specifically identifying the number (and, if
applicable, the class) of shares to which it relates and otherwise complying with these
Articles, appoint different proxies in respect of different shares held by such Member and
who shall each have the right to attend, speak and vote at the meeting for which he is
appointed. Each such proxy shall take effect in accordance with these Articles only in
respect of such specified number of shares held by such Member.
24.4
The instrument appointing a proxy may be in any common form or in any other form
approved by the board including the following form:
"(_Insert name of Company_)
I/We (___) of (___) being a Member/Members of the above named Company hereby
appoint (___) of (___) or failing him (___) of (___) as my/our proxy to vote for me/us on
my/our behalf at the (annual or extraordinary as the case may be) general meeting of the
Company to be held on the (___) day of (___) and at any adjournment thereof.
Signed this (___) day of (___)"
24.5
Unless the contrary is stated thereon the instrument appointing a proxy shall be as valid as
well for any adjournment of the meeting as for the meeting to which it relates.
24.6
A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy
or of the authority under which the proxy was executed provided that no intimation in
writing of such death, insanity or revocation shall have been received by the Company at
the Office before the commencement of the meeting or adjourned meeting or the taking of
the poll at which the proxy is used.
24.7
The board may at the expense of the Company send by post or otherwise to the Members
instruments of proxy (with or without provision for their return prepaid) for use at any
general meeting or at any separate meeting of the holders of any class of shares of the
Company either in blank or nominating in the alternative any one or more of the Directors
or any other persons. If for the purpose of any meeting invitations to appoint as proxy a
person or one or more of a number of persons specified in the invitations are issued at the
Company's expense they shall be issued to all (and not to some only) of the Members
entitled to be sent a notice of the meeting and to vote thereat by proxy.
24.8
Any body corporate which is a Member may by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its representative at any
meeting of Members (or of any class of Members) and the person so authorised shall be
entitled to exercise on behalf of the body corporate which he represents the same powers
as that body corporate could exercise if it were an individual. The body corporate may, by
one or more of such resolutions, specifically identifying the number (and, if applicable, the
class) of shares to which it relates, appoint different persons in respect of different shares
held by such body corporate. Each such resolution shall take effect in accordance with this
Article only in respect of such specified number of shares held by such body corporate.
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