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Issues:
1. Determination of voting rights in a company meeting based on articles of association. 2. Validity of proxies given by shareholders and their impact on personal voting rights. 3. Interpretation of Articles 74, 75, and 76 regarding voting methods and proxy usage. Analysis: The judgment revolves around the dispute concerning the validity of votes cast at a company meeting regarding the re-election of a director. The key issue was whether shareholders who had given proxies could also vote in person at an adjourned meeting. The court had to interpret the company's articles of association to determine the voting rights of shareholders in such circumstances. The Master of the Rolls, Lord Hanworth, emphasized the importance of examining the articles of association in determining the voting process. He highlighted that the articles allowed for both personal and proxy voting, indicating that shareholders had the option to choose between the two methods. The court concluded that shareholders who had given proxies were not barred from voting in person, as the articles did not explicitly exclude personal voting rights. Justice Lawrence concurred with the Master of the Rolls, emphasizing that shareholders retained the right to vote personally even after appointing a proxy. He explained that Article 76, which dealt with proxy revocation, did not prevent a shareholder from exercising the option to vote in person at the meeting. The court held that in cases where a shareholder votes in person, the proxy's vote should be rejected to avoid double voting. Justice Romer agreed with the previous judgments, highlighting that shareholders were not bound to exercise their voting option either in person or by proxy until the actual vote was to be given. He clarified that a shareholder attending the meeting and voting in person was not revoking the proxy but merely choosing to exercise their personal voting right, rendering the proxy unnecessary. In conclusion, the court dismissed the appeal, affirming that shareholders who had given proxies could still vote in person at the meeting. The judgment underscored the shareholders' right to choose between personal and proxy voting methods as stipulated in the company's articles of association.
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