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Proxy Shareholder Agreement
"I need a Proxy Shareholder Agreement under German law for our upcoming Annual General Meeting on March 15, 2025, where an institutional investor will be represented by a professional proxy holder with standard voting rights."
1. Parties: Identification of the Principal (Shareholder) and the Proxy Holder, including full legal names and addresses
2. Background: Context of the agreement, including details of the company whose shares are subject to the proxy arrangement and the shareholder's ownership position
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Voting Rights', 'General Meeting', etc.
4. Appointment of Proxy: Formal appointment of the proxy holder and scope of authority granted
5. Scope of Voting Rights: Detailed description of voting rights being delegated and any limitations or restrictions
6. Duration and Termination: Term of the proxy arrangement and circumstances under which it can be terminated
7. Obligations of the Proxy Holder: Duties and responsibilities of the proxy holder, including voting instructions and reporting requirements
8. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority
9. Confidentiality: Provisions regarding the handling of confidential information
10. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Remuneration: Terms of payment if the proxy holder is to be compensated for their services
2. Sub-delegation Rights: Whether and under what conditions the proxy holder may delegate their rights to others
3. Specific Voting Instructions: Detailed instructions for specific upcoming votes or types of decisions
4. Conflicts of Interest: Procedures for handling potential conflicts of interest
5. Electronic Communication: Provisions for electronic voting and communication methods
6. Multiple Shareholders: Additional provisions when multiple shareholders are appointing the same proxy
7. Reporting Requirements: Specific reporting obligations beyond standard requirements
1. Schedule 1 - Share Details: Detailed information about the shares covered by the proxy arrangement
2. Schedule 2 - Form of Voting Instruction: Template for providing specific voting instructions to the proxy holder
3. Schedule 3 - Company Details: Information about the company whose shares are subject to the proxy arrangement
4. Schedule 4 - Power of Attorney: Formal power of attorney document complying with German legal requirements
5. Appendix A - Communication Procedures: Detailed procedures for communications between principal and proxy holder
6. Appendix B - Reporting Template: Standard format for proxy holder's reports to the principal
Authors
Financial Services
Banking
Investment Management
Corporate Services
Legal Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Retail
Professional Services
Legal
Corporate Governance
Compliance
Investor Relations
Corporate Secretariat
Shareholder Services
Risk Management
Corporate Affairs
Investment Operations
Executive Office
Legal Counsel
Corporate Secretary
Compliance Officer
Investor Relations Manager
Corporate Governance Officer
Board Secretary
Chief Legal Officer
Shareholder Services Manager
Investment Manager
Corporate Attorney
Legal Director
Company Secretary
Proxy Solicitor
Corporate Actions Specialist
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