Declaration of result
8.20 The chair of a meeting of shareholders must declare to the meeting the decision on every question in
accordance with the result of the show of hands or the poll, as the case may be, and that decision must be
entered in the minutes of the meeting.
Part 9 — Votes of Shareholders
9.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint
registered holders of shares under Article 9.3,
(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to
vote at the meeting has one vote, and
(b) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder
that carries the right to vote on that poll and may exercise that vote either in person or by proxy.
Trustee of shareholder may vote
9.2 A person who is not a shareholder may vote on a resolution at a meeting of shareholders, whether on a
show of hands or on a poll, and may appoint a proxy holder to act at the meeting in relation to that
resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is to be
considered, or the directors, that the person is a trustee for a shareholder who is entitled to vote on the
Votes by joint shareholders
9.3 If there are joint shareholders registered in respect of any share,
(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of
the share as if that joint shareholder were solely entitled to it, or
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, the joint
shareholder present whose name stands first on the central securities register in respect of the share
is alone entitled to vote in respect of that share.
Trustees as joint shareholders
9.4 Two or more trustees of a shareholder in whose sole name any share is registered are, for the purposes of
Article 9.3, deemed to be joint shareholders.
Representative of a corporate shareholder
9.5 If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a
person to act as its representative at any meeting of shareholders of the Company, and,
(a) for that purpose, the instrument appointing a representative must
(i) be received at the registered office of the Company or at any other place specified, in the notice
calling the meeting, for the receipt of proxies, at least 2 business days before the day set for the
holding of the meeting, or
(ii) be provided, at the meeting, to the chair of the meeting, and
(b) if a representative is appointed under this Article,
(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf
of the corporation that the representative represents as that corporation could exercise if it were a
shareholder who is an individual, including, without limitation, the right to appoint a proxy holder, and
(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum
and is deemed to be a shareholder present in person at the meeting.
Proxy provisions do not apply to all companies
9.6 Articles 9.7 to 9.13 do not apply to the Company if and for so long as it is a public company or a
pre-existing reporting company.
Appointment of proxy holder
9.7 Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the
Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint a proxy
holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the