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In order to pass a Shareholder Resolution, the members of a company will have to be asked to vote on the resolution at a General meeting of the company or, in the case of a private company, by way of written resolution (see Practice Note: Member resolutions).

The procedure for private companies to pass written resolutions is not covered in this note. See Practice Note: Written resolutions.

This note covers voting by a member, not voting by proxies and corporate representatives. See Practice Notes: Appointing a proxy, Voting by proxy and Corporate representatives for further information.

Members of a company usually vote on a resolution on a show of hands or on a poll. A company may decide that all resolutions proposed at a meeting will be voted on a poll automatically, or may decide that only certain resolutions proposed be voted on by poll. In certain circumstances, members are able to request the poll voting procedure be followed. See further Voting at general meetings (including AGMs) — Voting on a poll and Voting at general