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Proxy Shareholder Agreement

Proxy Shareholder Agreement Template for New Zealand

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Key Requirements PROMPT example:

Proxy Shareholder Agreement

"I need a Proxy Shareholder Agreement for our upcoming Annual General Meeting on March 15, 2025, where I'll be appointing my legal advisor to vote on my behalf for my 10% shareholding in a New Zealand private limited company."

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Document background
The Proxy Shareholder Agreement is a essential document used when a shareholder wishes to delegate their voting rights and other shareholder powers to a representative. This delegation is particularly common in situations involving institutional investors, overseas shareholders, or when shareholders are unable to attend meetings personally. Under New Zealand law, specifically the Companies Act 1993, shareholders have the right to appoint proxies to exercise their voting rights and other shareholder privileges. The agreement must clearly define the scope of authority, duration, and any limitations on the proxy's powers, while ensuring compliance with both statutory requirements and the company's constitution. This document becomes especially important for annual general meetings, extraordinary general meetings, or when long-term representation is required.
Suggested Sections

1. Parties: Identifies the principal shareholder and the appointed proxy, including their full legal names and addresses

2. Background: Explains the context of the agreement, including details of the shareholding and the company for which the proxy is being granted

3. Definitions: Defines key terms used throughout the agreement, including 'Proxy', 'Shares', 'Voting Rights', and other relevant terms

4. Appointment of Proxy: Formal appointment clause specifying the proxy's appointment and the general scope of authority

5. Scope of Authority: Detailed description of the proxy's powers, including voting rights, attendance at meetings, and other shareholder rights being delegated

6. Duration: Specifies the term of the proxy appointment, whether for a specific meeting or a defined period

7. Obligations of the Proxy: Sets out the proxy's duties, including voting according to instructions and maintaining confidentiality

8. Rights of the Principal: Outlines the principal's retained rights and ability to override proxy decisions

9. Termination: Specifies circumstances under which the proxy arrangement can be terminated and the process for termination

10. Governing Law: Confirms New Zealand law as governing law and jurisdiction for disputes

Optional Sections

1. Specific Voting Instructions: Used when the principal wants to provide detailed voting instructions for specific resolutions or types of decisions

2. Reporting Requirements: Include when the principal requires regular updates or reports from the proxy about voting decisions and meeting attendance

3. Remuneration: Required if the proxy is to receive payment for their services

4. Sub-delegation: Include if the proxy is permitted to delegate their authority to others in specific circumstances

5. Conflict of Interest: Include detailed provisions for handling potential conflicts of interest when the proxy has interests in other companies or competing businesses

6. Electronic Participation: Include provisions for electronic attendance and voting at meetings if relevant to the company's constitution

Suggested Schedules

1. Schedule 1: Share Details: Details of the shares covered by the proxy arrangement, including share class, number of shares, and any specific rights attached

2. Schedule 2: Voting Instructions: Template or specific instructions for how the proxy should vote on particular matters

3. Schedule 3: Meeting Details: Details of specific meetings covered by the proxy arrangement, if applicable

4. Schedule 4: Specimen Signatures: Signature specimens of both principal and proxy for verification purposes

5. Appendix A: Company Constitution Excerpts: Relevant excerpts from the company constitution regarding proxy appointments and voting procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 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


































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Relevant Industries

Financial Services

Investment Management

Legal Services

Corporate Services

Professional Services

Banking

Insurance

Real Estate Investment

Private Equity

Venture Capital

Public Listed Companies

Family Offices

Relevant Teams

Legal

Corporate Governance

Shareholder Relations

Investor Relations

Compliance

Corporate Secretariat

Investment Management

Board Secretariat

Corporate Affairs

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Manager

Shareholder Relations Manager

Corporate Governance Officer

Board Director

Compliance Officer

Legal Director

Investment Director

Portfolio Manager

Chief Legal Officer

Chief Governance Officer

Investor Relations Manager

Industries





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