The Proxy Shareholder Agreement is essential when shareholders need to delegate their voting rights while maintaining their ownership interests. This document, governed by Singapore law, is commonly used when shareholders cannot attend meetings personally or wish to have professional representation. The agreement details the appointment process, voting mechanisms, and responsibilities of both parties while ensuring compliance with the Singapore Companies Act and corporate governance requirements. It's particularly relevant for listed companies and those with diverse shareholder bases.
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1. Parties: Identification of the principal shareholder, proxy holder, and the company
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Appointment of Proxy: Terms of proxy appointment and scope of authority
5. Voting Rights and Instructions: Specific rights granted and how voting instructions will be communicated
6. Duration and Termination: Term of the proxy arrangement and conditions for termination
7. Obligations of Parties: Duties and responsibilities of both principal and proxy
1. Remuneration: Terms of payment for proxy services, if applicable
2. Confidentiality: Provisions regarding handling of sensitive information
3. Power of Attorney: Additional legal powers granted to proxy
1. Schedule 1 - Share Details: List of shares covered by the proxy arrangement
2. Schedule 2 - Voting Instructions Template: Standard form for communicating voting instructions
3. Appendix A - Company Constitution Excerpts: Relevant sections of company constitution regarding proxy appointments
4. Appendix B - Form of Proxy Notice: Template for formal proxy notifications to the company
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