股东表决条款会规定代理和个人投票是否有效、举手表决和投票表决的投票方式、特殊情况（未成年和无行事能力等）。特殊情况陈列越多，股东表决条款越详细，风险越小。下面是三个示例，详细程度依次递增。

　　

示例一

　　

Votes may be given either personally or by proxy. Subject to any rights or restrictions for the time being attached to any class or classes of Shares and to the provisions of Article 41, on a show of hands every Member present in person and every proxy shall have one vote, so, however, that no individual shall have more than one vote, and on a poll every Member shall have one vote for every Share carrying voting rights of which he is the Holder.

　　

股东可亲自或由代理人进行投票。根据当时任何等级股份附有或第41条条款规定的任何权利或限制，举手表决时，每个股东和代理人仅有一票，所以，个人没有多过一票的票数；投票表决时，每个股东每持有一股则有权投一票。

　　

示例二

　　

1. Subject to any special rights or restrictions for the time being attaching to any special class of shares in the capital of the Company, on a show of hands every member who is present in person or by proxy or by attorney shall be entitled to one vote only, and, in the case of a poll, every member present in person or by proxy or by attorney shall be entitled to one vote for each share held by him.

　　

根据公司资本中任何特殊类别股份当时所附的任何特殊权利或限制，在举手表决时，亲自出席或由代理人或律师出席的每名股东仅有一票；在投票表决的情况下，亲自出席或由代理人或律师出席的每名股东应每持有一股则有权投一票。

　　

2. On a poll, votes may be given either personally or by proxy and a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

　　

在投票表决时，可亲自或由代理人进行投票，有权投不止一票的股东无需使用其全部票或以相同方式投下其全部票。

　　

3. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, curator bonis or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis or other person may, on a poll, vote by proxy. If any member be a minor, he may vote by his guardian or one of his guardians who may give their votes personally or by proxy.

　　

精神不健全的股东，或任何对精神错乱有司法管辖权的法院已就其作出命令的股东，可由其委员会、财产受托人或该法院委任的具有委员会或财产受托人性质的其他人表决，无论举手表决或投票表决，而任何该等委员会、财产受托人或其他人可在投票表决时由代理人进行表决。如果任何股东是未成年人，其可以由其监护人或其监护人之一亲自或通过代理人表决。

　　

示例三

　　

1.1 Subject to any special rights restrictions or prohibitions as regards voting for the time being attached to any shares as may be specified in the terms of issue thereof, any Statement of Rights or these Articles:

　　

根据相关发行条件、权利声明或本协议条款规定股份附带的关于投票的任何特殊权利限制或禁止：

　　

1.1.1 on a show of hands, every Member Present including by proxy shall have one vote; and

　　

举手表决的情况下，每个股东，包括其代理人有一票；且

　　

1.1.2 on a poll, every Member Present (including by proxy) shall have one vote for each share of which he is the Holder.

　　

投票表决的情况下，每个股东，包括其代理人每持有一股则有权投一票。

　　

1.2 In determining the number of votes cast for or against a proposal or a nominee, shares abstaining from voting on any resolution and votes by a broker that have not been directed by the beneficial owner to vote on any resolution in any particular manner will be counted for purposes of determining a quorum but not for purposes of determining the number of votes cast.

　　

在计算关于提议和候选人的投票票数时，任何决议中作出的股份弃权票和由其经纪人而非受益所有人在任何决议以任何特定方式作出的投票只计入法定投票人数，而不计入已投选票。

　　

1.3 In the case of joint Holders of any share such Persons shall not have the right of voting individually in respect of such share but shall elect one of their number to represent them and to vote whether personally or by proxy in their name. In default of such election the Person whose name appears first in order in the Register in respect of such share shall be the only Person entitled to vote in respect thereof.

　　

联合股东共同持有股份时，上述股东无权以个人名义投票，而应选出其中一人代表，无论亲自或代理，以其共同名义进行投票。没有选出代表时，股东名册上对应其股份的姓名排第一者应为有权投票的唯一一人。

　　

1.4 A Member in respect of whom an order has been made by any court having jurisdiction in matters concerning legal incapacity or interdiction may vote, whether on a show of hands or a poll, by his attorney, curator, receiver or other Person authorised in that behalf appointed by that court and any such attorney, curator, receiver or other Person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of such attorney, curator, receiver or other Person may be required by the Directors prior to any vote being exercised by such attorney, curator, receiver or other Person.

　　

任何对有司法管辖权的法院已就其作出无行为能力命令或禁令的股东，可由其律师、保佐人、接管者或该法院委任的其他人表决，无论举手表决或投票表决，且上述律师、保佐人、接管者或其他人可通过代理人表决。上述律师、保佐人、接管者或法院委托的其他人投票前，董事可要求达到董事满意的关于上述人士授权的证明。

　　

1.5 No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company of which he is Holder or one of the joint Holders have been paid.

　　

除非股东所持股份或其作为联合股东所持股份的所有催缴款或其他应付款全部付清，该股东无权在股东大会上投票。

　　

1.6 On a poll votes may be given either personally or by proxy.

　　

投票决议时，股东可亲自或由代理人投票。

　　

1.7 The Directors may at the expense of the Company send by post or otherwise to the Members instruments of proxy for use at any general meeting or at any separate meeting of the Holders of any class of shares of the Company either in blank or nominating in the alternative any one or more of the Directors or any other Persons. If for the purpose of any meeting invitations to appoint as proxy a Person or one or more of a number of Persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the Members entitled to be sent a Notice of the meeting and to vote thereat by proxy.

　　

董事会可通过邮递或其他方式向股东发送在股东大会上或公司任何级别股份持有者参加的任何单独会议上使用的代理文书，代理人留空或指名董事或其他人代替均可，费用由公司承担。如果出于任何会议目的，由公司承担费用向指定人士发送邀请函担任代理人，则应向全部有权接受会议通知和通过代替投票的股东（而非部分）发送该等邀请函。

　　

1.8 The instrument appointing a proxy shall be in Writing in any common form or as approved by the Directors and shall be under the hand of the appointor or of his attorney duly authorised in Writing or if the appointor is a corporation either under seal or under the hand of a duly authorised officer, attorney or other representative. A proxy need not be a Member.

　　

指定代理人的文书应以普通格式或董事会批准的格式书面作出，且应由指定人或其书面合法授权的律师签发，或如指定人为企业，盖章或由合法授权的职员签发。代理人不一定是股东。

　　

1.9 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is Signed or a notarially certified copy of that power or authority shall:

　　

指定代理人的文书和其签署授予的代理权或其他授权（如有）或该代理权或授权的公证复印件应：

　　

1.9.1 be deposited at the Office or at such other place as is specified for that purpose by the Notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the Person named in the instrument proposes to vote;

　　

不晚于举行文书中指定人士拟进行投票的会议或延续会议前48小时，在办公室或召开会议的通知中列出的类似地点寄存。

　　

1.9.2 in the case of a poll taken more than forty-eight hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than twenty-four hours before the time appointed for taking the poll; or

　　

如投票选举在其原定时间48小时后举行，按上述方式寄存，但不晚于投票选举将进行的24小时前；或

　　

1.9.3 where the poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or the Secretary or to any Director.

　　

如投票选举未如期举行而是在原定日期的48小时内举行，在投票原定进行的会议上交付给主席、秘书或任何董事。

　　

An instrument of proxy which is not deposited in the manner so required shall be valid only if it is approved by the Directors or all the other Members who are Present at the meeting.

　　

未按上述方式寄存的代理文书无效，除非且仅经董事会批准或所有其他股东都出席会议。

　　

1.10 Unless the contrary is stated thereon the instrument appointing a proxy shall be as valid as well for any adjournment of the meeting as for the meeting to which it relates.

　　

除非本协议另有相反规定，指定代理的文书在相关会议的延期会议上仍有效。

　　

1.11 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no Notice in Writing of such death, insanity or revocation shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which such vote is cast.

　　

尽管委托人的过早死亡或精神错乱或代理权或执行代理的授权撤回，根据代理文书条款做出的投票仍有效，条件是在作出上述投票的会议或延期会议开始前，公司办事处未收到上述死亡、精神错乱或撤回的书面通知。

 

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