Proxy Notice

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What is it?

A Proxy Notice is a written authorisation granted by a shareholder of a company to a third party (the proxy) to act on the shareholder's behalf at an annual general meeting (AGM).

Why do you need it?

If you are a shareholder and you cannot attend an annual general meeting (AGM) of the company in person, you may authorise someone else to attend and vote at that meeting on your behalf. To do this, you will require a Proxy Notice.

A Proxy Notice should give the proxy instructions on how to vote at the meeting, such as whether to vote in favour of or against each proposed resolution or, in the absence of instructions, to exercise the proxy's discretion in respect of each resolution.

The Proxy Notice must be received by the company prior to the meeting. You should check the Articles of Association of the company to determine by when the Proxy Notice must be received by the company in order to be effective.

Key clauses to watch for:

When drafting a Proxy Notice, it is important to focus on a number of key clauses, in particular:

  • Details of the shareholder;
  • Details of the meeting that the proxy will attend;
  • Details of the AGM;
  • Details of the proxy; and
  • Whether the shareholder will give the proxy specific instructions on how to vote at the meeting or will give the proxy general discretion.

Proxy Notice Document

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