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Proxy Shareholder Agreement

Proxy Shareholder Agreement Template for South Africa

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Key Requirements PROMPT example:

Proxy Shareholder Agreement

"I need a Proxy Shareholder Agreement for our JSE-listed mining company, where our UK-based institutional investor holding 15% of shares wants to appoint a local proxy holder for all shareholder meetings from January 2025 to December 2025, with specific provisions for electronic voting."

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Document background
The Proxy Shareholder Agreement is a critical legal instrument in South African corporate governance, designed to facilitate shareholder participation and voting at company meetings when direct attendance is not possible or desired. This document, governed by the Companies Act 71 of 2008 and related regulations, enables shareholders to appoint representatives to act on their behalf in corporate matters. The agreement is particularly useful for institutional investors, overseas shareholders, or situations requiring specialized voting expertise. It comprehensively outlines the proxy holder's authority, including voting rights, meeting participation, and document execution powers, while incorporating necessary safeguards to protect the principal shareholder's interests. The document must comply with South African legal requirements, including proper execution, witnessing, and company filing procedures.
Suggested Sections

1. Parties: Identification of the Principal Shareholder(s) and the appointed Proxy Holder(s)

2. Background: Context of the shareholding and reason for the proxy arrangement

3. Definitions and Interpretation: Definition of key terms and interpretation rules for the agreement

4. Appointment of Proxy: Formal appointment clause and scope of proxy authority

5. Duration and Termination: Period of proxy authority and circumstances for termination

6. Rights and Powers of the Proxy: Detailed description of voting rights and other powers granted to the proxy

7. Obligations of the Proxy: Duties and responsibilities of the proxy holder

8. Voting Instructions: Process for providing and following voting instructions

9. Representations and Warranties: Standard warranties from both parties regarding capacity and authority

10. Revocation: Circumstances and process for revoking the proxy appointment

11. Notices: Communication procedures between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Multiple Proxies: Required when multiple proxy holders are appointed for different purposes or shares

2. Special Voting Requirements: Needed when specific matters require special voting procedures or majority requirements

3. Proxy Holder Compensation: Include when the proxy holder is to receive compensation for their services

4. Confidentiality: Required when sensitive company information may be accessed by the proxy holder

5. Conflict of Interest: Include when the proxy holder may have potential conflicts in exercising their duties

6. Sub-delegation: Required if the proxy holder is permitted to delegate their authority to others

7. Electronic Voting Provisions: Include for companies that allow electronic voting at meetings

Suggested Schedules

1. Schedule 1: Share Certificate Details: Details of the shares subject to the proxy arrangement

2. Schedule 2: Voting Instructions Template: Standard form for providing voting instructions to the proxy holder

3. Schedule 3: Company Resolution: Copy of company resolution accepting the proxy arrangement (if required)

4. Schedule 4: Specific Powers: Detailed list of specific powers granted to the proxy holder

5. Appendix A: Notice of Revocation Form: Standard form for revoking the proxy appointment

6. Appendix B: Proxy Holder's Declaration: Declaration of acceptance of appointment and duties by proxy holder

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions


































Clauses






























Relevant Industries

Financial Services

Mining and Resources

Professional Services

Manufacturing

Retail

Technology

Healthcare

Real Estate

Telecommunications

Energy

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Company Secretarial

Compliance

Risk Management

Corporate Affairs

Investor Relations

Executive Management

Board Secretariat

Shareholder Services

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Board Director

Corporate Governance Officer

Legal Director

Investment Manager

Shareholder Relations Manager

Risk Manager

Corporate Affairs Director

Managing Director

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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