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Proxy Shareholder Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Proxy Shareholder Agreement is a crucial document used when shareholders wish to delegate their voting rights to a representative for corporate general meetings and other shareholder decisions. This arrangement is particularly common in German corporate practice, where proxy voting is regulated under the Stock Corporation Act (Aktiengesetz). The document becomes essential when shareholders cannot attend meetings personally, need professional representation, or want to consolidate voting power. The agreement specifies the exact scope of the proxy's authority, voting procedures, and compliance requirements under German law. It's particularly relevant for listed companies, institutional investors, and companies with diverse shareholder bases, ensuring proper corporate governance while maintaining shareholder interests. The Proxy Shareholder Agreement must address specific German legal requirements regarding form, content, and authorization procedures.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses


































Relevant Industries

Financial Services

Banking

Investment Management

Corporate Services

Legal Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Professional Services

Relevant Teams

Legal

Corporate Governance

Compliance

Investor Relations

Corporate Secretariat

Shareholder Services

Risk Management

Corporate Affairs

Investment Operations

Executive Office

Relevant Roles

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

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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