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INTEGRATED REPORT 2017
APPENDIX –
EXTRACT FROM
SECTION 58 OF THE COMPANIES ACT
“58. Shareholder right to be represented by proxy
1. At any time, a shareholder of a company may appoint any individual, including an individual who is not a shareholder of that
company, as a proxy to –
(a) participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder; or
(b) give or withhold written consent on behalf of the shareholder to a decision contemplated in section 60, provided that the
shareholder may appoint more than one proxy to exercise voting rights attached to different shares held by the shareholder.
2. A proxy appointment –
(a) must be in writing, dated and signed by the shareholder; and
(b) remains valid for –
(i) one year after the date on which it was signed; or
(ii) any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in
subsection (4)(c), or expires earlier as contemplated in subsection (8)(d).
3. Except to the extent that the Memorandum of Incorporation of a company provides otherwise –
(a) a shareholder of that company may appoint two or more persons concurrently as proxies;
(b) a proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person, subject to any restriction
set out in the instrument appointing the proxy; and
(c) a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the
company, before the proxy exercises any rights of the shareholder at a shareholders meeting.
4. Irrespective of the form of instrument used to appoint a proxy –
(a) the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in
the exercise of any rights as a shareholder;
(b) the appointment is revocable unless the proxy appointment expressly states otherwise; and
(c) if the appointment is revocable, a shareholder may revoke the proxy appointment by –
(i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and
(ii) delivering a copy of the revocation instrument to the proxy, and to the company.
5. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of
the shareholder as of the later of –
(a) the date stated in the revocation instrument, if any; or
(b) the date on which the revocation instrument was delivered as required in subsection (4)(c)(ii).
6. If the instrument appointing a proxy or proxies has been delivered to a company, as long as that appointment remains in effect,
any notice that is required by this Act or the company’s Memorandum of Incorporation to be delivered by the company to the
shareholder must be delivered by the company to –
(a) the shareholder; or
(b) the proxy or proxies, if the shareholder has –
(i) directed the company to do so, in writing; and
(ii) paid any reasonable fee charged by the company for doing so.
7. A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the
extent that the Memorandum of Incorporation, or the instrument appointing the proxy, provides otherwise.