137.—(1) For the purposes of the Rules, a proxy is an authority given by a person (“the principal”) to another person (“the proxy-holder”) to attend a meeting and speak and vote as their representative.
(2) Proxies are for use at creditors’ or company meetings summoned or called under the 1986 Act or the Rules.
(3) Only one proxy may be given by a person for any one meeting at which they desire to be represented; and it may only be given to one person, being an individual aged 18 or over. But the principal may specify one or more other such individuals to be proxy-holder in the alternative, in the order in which they are named in the proxy.
(4) Without prejudice to the generality of paragraph (3) of this Rule, a proxy for a particular meeting may be given to whoever is to be the chair of the meeting.
(5) A person given a proxy under paragraph (4) of this Rule cannot decline to be the proxy-holder in relation to that proxy.
(6) A proxy requires the holder to give the principal’s vote on matters arising for determination at the meeting, or to abstain, or to propose, in the principal’s name, a resolution to be voted on by the meeting, either as directed or in accordance with the holder’s own discretion.
138.—(1) When notice is given of a meeting to be held in postal administration proceedings, and forms of proxy are sent out with the notice, no form so sent out shall have inserted in it the name or description of any person.
(2) No form of proxy shall be used at any meeting except that which is sent out with the notice summoning the meeting, or a substantially similar form.
(3) A form of proxy shall be authenticated by the principal, or by some person authorised by the principal (either generally or with reference to a particular meeting). If the form is authenticated by a person other than the principal, the nature of the person’s authority shall be stated.
139.—(1) A proxy given for a particular meeting may be used at any adjournment of that meeting.
(2) Where the postal administrator holds proxies to be used by the postal administrator as chair of a meeting, and some other person acts as chair, the other person may use the postal administrator’s proxies as if that person were themselves proxy-holder.
(3) Where a proxy directs a proxy-holder to vote for or against a resolution for the appointment of a person other than the postal administrator as proposed liquidator of the company, the proxy-holder may, unless the proxy states otherwise, vote for or against (as the proxy-holder thinks fit) any resolution for the nomination or appointment of that person jointly with another or others.
(4) A proxy-holder may propose any resolution which, if proposed by another, would be a resolution in favour of which by virtue of the proxy they would be entitled to vote.
(5) Where a proxy gives specific directions as to voting, this does not, unless the proxy states otherwise, preclude the proxy-holder from voting at their discretion on resolutions put to the meeting which are not dealt with in the proxy.
140.—(1) Subject as follows, proxies used for voting at any meeting shall be retained by the chair of the meeting.
(2) The chair shall deliver the proxies, as soon as reasonably practicable after the meeting, to the postal administrator (where that is someone other than the chair).
141.—(1) The postal administrator shall, so long as proxies lodged with the postal administrator are in the postal administrator’s hands, allow them to be inspected, at all reasonable times on any business day, by—
(a)the creditors, in the case of proxies used at a meeting of creditors, and
(b)the company’s members, in the case of proxies used at a meeting of the company.
(2) The reference in paragraph (1) of this Rule to creditors is to those persons who have submitted in writing a claim to be creditors of the company but does not include a person whose proof or claim has been wholly rejected for purposes of voting, dividend or otherwise.
(3) The right of inspection given by this Rule is also exercisable by the directors of the company.
(4) Any person attending a meeting in postal administration proceedings is entitled, immediately before or in the course of the meeting, to inspect proxies and associated documents (including proofs) sent or given, in accordance with directions contained in any notice convening the meeting, to the chair of that meeting or to any other person by a creditor, member or contributory for the purpose of that meeting.
(5) This Rule is subject to Rule 195 (confidentiality of documents—grounds for refusing inspection).
142.—(1) A proxy-holder shall not vote in favour of any resolution which would directly or indirectly place them, or any associate of theirs, in a position to receive any remuneration out of the assets of the company, unless the proxy specifically directs them to vote in that way.
(2) Where a proxy-holder has authenticated the proxy as being authorised to do so by their principal and the proxy specifically directs the proxy-holder to vote in the way mentioned in paragraph (1) of this Rule, they shall nevertheless not vote in that way unless they produce to the chair of the meeting written authorisation from their principal sufficient to show that the proxy-holder was entitled so to authenticate the proxy.
(3) This Rule applies also to any person acting as chair of a meeting and using proxies in that capacity under Rule 139; and in its application to them, the proxy-holder is deemed an associate of theirs.
(4) In this Rule “associate” shall have the same meaning as in section 435 of the 1986 Act.
143.—(1) Where a person is authorised to represent a corporation at a meeting of creditors or of the company, they shall produce to the chair of the meeting a copy of the resolution from which they derive their authority.
(2) The copy resolution must be under the seal of the corporation, or certified by the secretary or a director of the corporation to be a true copy.
(3) Nothing in this Rule requires the authority of a person to authenticate a proxy on behalf of a principal which is a corporation to be in the form of a resolution of that corporation.