General Meeting: Chairman’s Notes to Conduct a Poll

Suggested procedure for Chairman if a poll is to be taken:-

1. When either you as Chairman decide that a poll should be taken on a matter, or a shareholder/s (i.e., 1~4 shareholders who control 5% of the votes, or 5 shareholders) demand a poll – announce that you adjourn the meeting to consider the matter.

• Discuss/confirm the procedural process with the other directors, the Company Secretary and/or the company’s legal advisers. In need, Rule 5.7 of our constitution covers the general issues relative to conducting a poll.

• Assuming you agree that the demand for a poll has been validly called, then announce that the meeting has been resumed and that a poll is to take place.

• Explain that a poll entails the actual counting of votes from shareholders present and by proxy (rather than a decision just being on a show of hands) and may take some time. The task will be managed by the Company Secretary with the assistance of the auditor’s and/or share registry’s representatives present at the meeting.

• Advise that the Company Secretary will hand out a voting slip (voting form, ballot paper) to each shareholder present; for example:

on which shareholders should cast their personal (and proxy) votes.

• Proxy holders will also be handed a separate voting slip for shareholders where the voting is discretionary – then the slips will be collected and counted.

• Where proxy voters have already indicated their vote then there is no need for a voting slip as those votes can be counted straight off the proxy form.

• Advise that the Company Secretary has full details of the proxy votes and will assist with completing the voting slips for those; and he has a copy of the full share register if shareholders need to check their holdings, etc.

• Then announce that the meeting will be adjourned again whilst the voting process is taking place.

• Voting papers are then collected and checked/verified against the share register.

• Once all voting slips have been completed the Chairman can either let the adjournment continue whilst votes are being counted, or resume the meeting until counting is completed.

• Votes are then, counted, calculated, tabulated and certified correct by the Company Secretary and/or the auditors/share registry – and results handed to the Chairman.

• The Chairman will then announce the results of the poll, and the meeting can then continue on with other business.

*Originally written by Company Secretary, an Australian virtual company secretary service.