for the interested ones-scheme of arrangements, page-4

Buddy

Go to the source and read the legislation (section 411(4)). In particular, look at 411(4)(a)(ii)(A), which deals with the headcount test and says a proxy counts. (B) deals with the 75% by vote test and a proxy is as valid a vote as vote cast in person.

(4) A compromise or arrangement is binding on ... the members ... of the body ... if, and only if:

(a) at a meeting convened in accordance with an order of the Court under subsection (1) or (1A):

...

(ii) in the case of a compromise or arrangement between a body and its members or a class of members--a resolution in favour of the compromise or arrangement is:

(A) unless the Court orders otherwise--passed by a majority in number of the members, or members in that class, present and voting (either in person or by proxy); and

(B) if the body has a share capital--passed by 75% of the votes cast on the resolution; and

(b) it is approved by order of the Court.