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Shareholder Rights The Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632) make a number of amendments to the 2006 Act which took effect on 3 August 2009. The Regulations make a number of changes to the 2006 Act some of which only apply to traded companies and some that apply to all companies. In this article we look only at those that apply to all companies. Rights of proxies and corporate representatives The rights of proxies and corporate representatives at general meetings (particularly the right to vote both on a show of hands and on a poll) have been clarified. Electronic participation in general meetings A new section now provides that nothing precludes the holding and conducting of a general meeting by electronic means. Ability of members to call general meetings Shareholders holding 5% or more of the voting rights in a company will be able to call general meetings in all circumstances (previously the default percentage was 10%). Rights attaching to shares A new section now provides that the articles of a company cannot, in relation to any a resolution required or authorised by any enactment, give different voting rights when voting on a poll or by way of written resolution. Voting by proxies A new section now provides that a proxy must vote in accordance with any instructions given by the person who appointed him. While this section is new it is not regarded as changing the position under common law and has simply been added to ensure compliance with the Shareholders' Rights Directive. Voting in advance A new section now provides that a company's articles can provide for votes to be cast in advance of a meeting. Again, this section has been added to ensure compliance with the Shareholders' Rights Directive. Due to the UK's established system of proxy appointments it is unlikely that this option will be taken up by many companies |