(1)

Subject to subregulations (2) and (3), a person acting under:

(a)

a general proxy; or

(b)

a special proxy;

must not vote in favour of any resolution which would directly or indirectly place:

(c)

the person; or

(d)

the person's partner; or

(e)

the person's employer;

in a position to receive any remuneration out of assets of the company except as a creditor rateably with the other creditors of the company.

(2)

If a person holds a special proxy to vote for an application to the Court in favour of his or her appointment as liquidator, he or she may use the proxy and vote accordingly.

(3)

If a person holds a special proxy to vote:

(a)

in favour of his or her appointment as the administrator of a company under administration or of a deed of company arrangement; or

(b)

against the termination of his or her appointment as the administrator of a company under administration or of a deed of company arrangement;

he or she may use the proxy and vote accordingly.