According to article 538 of the OHADA Law of 2014, any shareholder may be represented by an agent of his choice.
Any shareholder may receive proxies issued by other shareholders to represent them at a meeting, without any restriction other than those resulting from legal provisions or provisions of the articles of association fixing the number of votes that the same individual may have both in his name and as a proxy.
The proxy shall include:
1) The last and first names, and domicile as well as the number of shares and voting rights of the shareholder;
2) The nature of the meeting for which the power of proxy is given;
3) The signature of the shareholder preceded by the words “Good for power” and the date of the proxy.
The proxy is given for one meeting. However, it may be given for two (2) meetings, one ordinary and one extraordinary meeting held on the same day or within seven (7) days.
The proxy given for one meeting remains valid for successive meetings called with the same agenda.
Non-shareholder directors may attend all meetings of shareholders as advisors.
Voting rights attached to the pledged share shall belong to the owner of the share.
The right to participate in meetings is subject to the entry of shares in the name of the shareholder, on the day of the general meeting in the register of nominative securities held by the company.
However, the articles of association may provide that such right is subject to registration in the register of nominative securities on the third business day preceding the meeting at zero hours, local time.
Shares redeemed by the company by the provisions of articles 639 of the same law are devoid of voting rights. They shall not be taken into account for the calculation of quorum.
Voting rights attached to common or preferred shares shall be proportional to the amount of the capital that they represent and each share shall carry the right to one vote at least.
However, the articles of association may limit the number of votes that each shareholder has in the meetings, provided that such limitation is imposed on all shares.
Double voting rights conferred to other shares by the amount of the stated capital they represent may be granted by the articles of association or by a subsequent general extraordinary meeting to all shares fully paid up and for which there is proof of nominative registration for at least two years exists, in the name of a shareholder.
Furthermore, in the event of capital increase by incorporation of reserves, profits or issue premiums, emission, or fusion, double voting rights may be granted, upon issuance, to nominative shares allotted to a shareholder for free, as soon as they are issued to a shareholder at the rate of old shares in respect of old shares for which he enjoys this right.
Any nominative share converted into a bearer share or negotiated shall lose the double voting right that may be attached to it.
However, transfer through inheritance, liquidation of community property between spouses, or inter vivos donation to a spouse or relative entitled to inherit does not entail the loss of the acquired right.
The merger of the company shall have no effect on double voting rights which may be exercised within the acquiring company if the articles of association thereof so provide.