PART 4Protected Cell Companies

CHAPTER 10Shareholder resolutions

Proxies144

1

A person holding voting shares issued on behalf of the core of a protected cell company is entitled to appoint a proxy to exercise all or any of the person’s rights to attend, speak at, chair and vote at a general meeting.

2

But a proxy must vote in accordance with any instructions given by the person appointing the proxy.

3

Termination of a person’s authority to act as a proxy does not affect—

a

the validity of anything the proxy does as chair of the meeting;

b

a vote given by the proxy,

unless the protected cell company receives notice of termination before the commencement of the meeting.

4

Paragraph (3) has effect subject to any provision of the protected cell company’s instrument of incorporation which requires notice of termination to be received by the protected cell company at a time which is earlier than the commencement of the meeting.

5

But a provision of the protected cell company’s instrument of incorporation is void insofar as it requires the appointment of a proxy or the termination of such an appointment to be notified to the protected cell company earlier than 48 hours before the time for holding the meeting or adjourned meeting.

6

In calculating the period of 48 hours mentioned in paragraph (5), no account is to be taken of any part of a day that is not a working day.