[COM 159] Validity of proxy vote159 

159

(1) A proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if their appointment specifies the way they are to vote on the resolution and they vote that way.

(2) Unless the company has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy shall be valid even if, before the proxy votes—

• (a)the appointing member dies;
• (b)the member is mentally incapacitated;
• (c)the member revokes the proxy’s appointment;
• (d)the member revokes the authority under which the proxy was appointed by a third party; or
• (e)the member transfers the share in respect of which the proxy was given.