COMPANIES ACT 1963 – SECT 136 Proxies.

136.—(1) Subject to subsection (2), any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy so appointed shall have the same right as the member to speak at the meeting and to vote on a show of hands and on a poll.

(2) Unless the articles otherwise provide—

( a ) subsection (1) shall not apply in the case of a company not having a share capital; and

( b ) a member of a company shall not be entitled to appoint more than one proxy to attend on the same occasion.

(3) In every notice calling a meeting of a company having a share capital there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies, to attend, speak and vote instead of him, and that a proxy need not be a member; and if default is made in complying with this subsection in relation to any meeting, every officer of the company who is in default shall be liable to a fine not exceeding £50.

(4) Any provision contained in a company’s articles shall be void in so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the company or any other person more than 48 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.

(5) Subject to subsection (6), if for the purpose of any meeting of a company invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorises or permits their issue as aforesaid shall be liable to a fine not exceeding £100.

(6) An officer shall not be liable under subsection (5) by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.

(7) This section shall apply to meetings of any class of members of a company as it applies to general meetings of the company.