The Proxy Shareholder Agreement is essential in situations where shareholders need to delegate their voting rights and other shareholder powers to a representative. This document is commonly used when shareholders cannot attend meetings in person, in institutional investment contexts, or in complex corporate structures where centralized voting control is desired. The agreement, governed by Canadian federal and provincial laws, must comply with the Canada Business Corporations Act (CBCA) and relevant securities regulations. A Proxy Shareholder Agreement typically includes detailed provisions on voting rights, decision-making authority, duration of the proxy, and termination conditions. It's particularly relevant for both public and private companies, and can be either specific to a single meeting or established for a longer term.
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1. Parties: Identification of the Principal Shareholder and the appointed Proxy holder
2. Background: Context of the shareholding and reason for proxy appointment
3. Definitions: Key terms used throughout the agreement including 'Shares', 'Voting Rights', 'Meeting', etc.
4. Appointment of Proxy: Formal appointment clause establishing the proxy relationship
5. Scope of Authority: Detailed description of powers granted to the proxy holder
6. Voting Rights and Instructions: Specification of how voting rights should be exercised and any voting instructions
7. Duration and Termination: Term of the proxy appointment and circumstances for termination
8. Obligations of the Proxy Holder: Duties and responsibilities of the proxy including fiduciary obligations
9. Representations and Warranties: Statements of fact and guarantees by both parties
10. Indemnification: Protection and compensation provisions for the parties
11. Governing Law: Specification of applicable law and jurisdiction
12. Execution: Signature blocks and execution requirements
1. Revocation Procedure: Detailed process for revoking the proxy appointment, included when the agreement is for a longer term
2. Compensation: Terms of payment if the proxy holder is to receive compensation, included for paid proxy arrangements
3. Confidentiality: Provisions regarding confidential information, included when sensitive corporate information may be shared
4. Substitute Proxy: Provisions allowing for appointment of substitute proxy, included when flexibility is needed
5. Reporting Requirements: Obligations to report voting decisions, included for institutional or regulated shareholders
6. Conflicts of Interest: Procedures for handling conflicts, included when proxy holder may have competing interests
7. Electronic Voting: Provisions for electronic voting procedures, included for modern corporate governance
1. Schedule A - Share Details: Details of shares covered by the proxy agreement including share certificates numbers and class
2. Schedule B - Voting Instructions: Specific voting instructions or guidelines for particular matters
3. Schedule C - Form of Revocation Notice: Template for formal revocation of proxy
4. Schedule D - Corporate Resolution: Copy of corporate resolution authorizing the proxy arrangement if applicable
5. Appendix 1 - Meeting Procedures: Procedures for attendance and voting at shareholder meetings
6. Appendix 2 - Reporting Template: Standard format for proxy holder's reporting if required
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