Member agreement

Version 0.1

It explains how Proxi.Vote works, what you authorise us to do, what we do not do, and the terms that apply when you use the platform.

By creating an account or using Proxi.Vote, you agree to this Member Agreement, our Terms of Use, and our Privacy Policy.

1. What Proxi.Vote does

Proxi.Vote helps you exercise the voting rights attached to ASX shares you already own or are entitled to vote.

The platform may help you:

• register your shareholdings;
• verify that you are entitled to direct votes attached to those shares;
• monitor upcoming meetings and resolutions for companies you hold;
• receive notices about upcoming votes;
• view company, campaigner, or shareholder engagement material;
• give voting directions;
• appoint Proxi.Vote, or an entity we nominate, as your proxy;
• lodge directed votes with the relevant share registry or voting platform; and
• receive engagement payments where a company or campaigner funds them.

Proxi.Vote is not a broker.

We do not buy, sell, hold, transfer, or arrange shares for you.

We do not provide financial product advice, investment advice, legal advice, tax advice, or a recommendation about whether to buy, sell, hold, or vote shares in any particular way.

You remain responsible for deciding whether and how to vote.

2. Your eligibility

You may use Proxi.Vote only if you:

• are at least 18 years old;
• create an account with accurate information;
• can be identity-verified if required;
• are the registered holder of the shares you register, or are legally entitled to direct the vote for those shares; and
• comply with this Member Agreement.

You must not register shares you do not own or control.

If you act for a company, trust, estate, SMSF, joint holding, nominee, custodian, or another person, you must have proper authority to do so.

We may ask you to provide information or documents to verify your identity, shareholding, authority, payment details, or eligibility.

We may refuse, suspend, or cancel access to Proxi.Vote if we cannot verify your details or if we reasonably believe the platform is being misused.

3. Your shareholding information

You authorise Proxi.Vote to collect, hold, use, and process the shareholding details you provide so that we can operate the platform.

This may include using your holding details to:

• identify companies you hold;
• monitor upcoming ASX meetings, resolutions, and voting events;
• notify you about upcoming votes;
• match your details to share registry or voting platform records;
• prepare proxy or voting instructions;
• confirm whether you are eligible for engagement opportunities;
• provide support;
• prevent fraud or misuse; and
• comply with law.

The name, address, and holding details you give us must match the relevant share registry, broker, custodian, nominee, or voting platform records.

If your details do not match, your holding may not be verified and your voting direction may not be accepted.

You must tell us if your details change, including if you sell or transfer shares, lose voting authority, change address, or no longer have the right to direct a vote.

4. Directed voting service

You may use Proxi.Vote to give voting directions for resolutions attached to shares you hold or control.

You may appoint Proxi.Vote, or an entity we nominate, as your proxy or voting representative where required.

When you do this, we act on your directions.

We do not decide how you should vote.

We do not vote contrary to your valid voting directions.

You may give a direction for each resolution made available through the platform. For example, you may direct a vote for, against, abstain, or otherwise choose an available voting option.

If you do not give a direction for a resolution, we will not vote on that resolution unless you have clearly authorised us to do so and we are legally permitted to do so.

5. Lodgement of voting directions

When you give us a valid voting direction, we will use reasonable efforts to lodge it with the relevant share registry, company, meeting platform, or voting platform before the applicable deadline.

Companies and share registries usually require proxy appointments and voting directions before a formal meeting deadline.

To allow time for processing, Proxi.Vote may set an earlier internal deadline.

If you give or change a voting direction after our internal deadline, we may not be able to lodge it.

A voting direction may be rejected, delayed, or not counted because of:

• incorrect or incomplete details;
• identity mismatch;
• holding mismatch;
• registry, broker, custodian, nominee, or voting platform restrictions;
• missed deadlines;
• technical issues;
• changes to meeting details or resolutions;
• loss of voting entitlement;
• legal or regulatory restrictions;
• third-party error; or
• events outside our reasonable control.

We do not guarantee that any proxy appointment, voting direction, or vote will be accepted, counted, or effective.

If we become aware of a material issue with a voting direction, we will try to notify you where practical.

6. Changing or revoking a voting direction

You may be able to change a voting direction before it is lodged.

Once a voting direction has been lodged, passed to a registry or voting platform, accepted, or processed, we may not be able to change or cancel it.

You may revoke a proxy appointment by following the process required by the relevant company, share registry, broker, custodian, nominee, voting platform, or law.

You are responsible for checking your voting directions before you submit them.

7. Engagement campaigns

From time to time, a company, campaigner, shareholder, or other third party may fund engagement material through Proxi.Vote.

If you opt in to receive campaign or engagement material, you may be shown material relevant to companies you hold or other eligibility criteria.

Campaign material will be attributed to the company, campaigner, or other person who provided it.

Unless we say otherwise, campaign material is not authored or endorsed by Proxi.Vote.

We do not guarantee that campaign material is accurate, complete, current, fair, or suitable for your circumstances.

We may review, moderate, reject, remove, or label campaign material if we reasonably believe it is unlawful, misleading, defamatory, abusive, incomplete, irrelevant, or otherwise unsuitable for Proxi.Vote.

8. Engagement payments

A company, campaigner, or other sponsor may fund an engagement payment for members who genuinely engage with their material.

If an engagement payment is available, we will explain the amount, eligibility rules, and engagement steps.

Your engagement payment does not depend on whether you vote or how you vote.

You are paid the same amount whether you vote for, vote against, abstain, do not vote, or change your vote.

Proxi.Vote may be paid by sponsors to deliver their message to eligible members. Neither Proxi.Vote nor you are paid for the direction of your vote.

This separation is fundamental to how Proxi.Vote works.

We may refuse, reverse, withhold, or adjust an engagement payment if we reasonably believe there has been:

• false or incomplete information;
• duplicate account activity;
• automated activity;
• bot activity;
• fake engagement;
• fraud or attempted fraud;
• ineligible holdings;
• payment error;
• breach of this Member Agreement; or
• misuse of the platform.

You are responsible for any tax consequences of receiving engagement payments.

9. Your payment balance

Your account may show an accrued engagement balance.

This balance is a record of amounts that may be payable to you under this Member Agreement.

It is not a bank account, deposit account, investment product, or stored-value facility.

We may require you to complete identity, fraud prevention, tax, banking, or payment provider checks before we pay money to your nominated account.

We may set a minimum payout amount.

We may delay or refuse a payout if we reasonably believe this is necessary to comply with law, prevent fraud, verify eligibility, correct an error, or protect the platform.

We are not responsible for delays caused by banks, payment providers, incorrect account details, compliance checks, or events outside our control.

10. Your optional consents

Some Proxi.Vote features are optional.

These may include:

• receiving campaign or engagement material;
• being included in aggregated and de-identified insights;
• receiving certain notifications;
• participating in research or feedback;
• joining beta features;
• using new services added to the platform; or
• sharing additional information to unlock optional features.

We will ask for your consent where consent is required.

You can withdraw optional consents in your account settings or by contacting us, unless a different process is explained for a specific feature.

Withdrawing an optional consent may mean you cannot use the related feature, but it will not affect your ability to use the core platform unless that feature is necessary for the service you are using.

11. Changes and new services

Proxi.Vote is a developing platform.

We may change, improve, remove, or add services over time.

For example, we may add new ways to verify holdings, receive engagement material, provide voting instructions, receive insights, manage notifications, access shareholder tools, or participate in new platform features.

If we add a new service that materially changes what Proxi.Vote does with your information, voting rights, engagement activity, payments, or member participation, we will explain the new service and any extra terms that apply.

Where required, we will ask you to opt in before the new service applies to you.

You are free to choose whether to participate in optional new services.

If you do not opt in, the new service will not apply to you, but you may continue using the existing services that remain available to you.

We may also make operational, security, technical, compliance, or design changes to the platform without asking for separate consent, provided those changes do not materially change the rights or authorisations you have given us.

12. What Proxi.Vote is not authorised to do

Unless you expressly agree to separate terms for a specific future service, Proxi.Vote is not authorised to:

• buy, sell, or transfer your shares;
• operate a trading account for you;
• give you financial product advice;
• decide how you should vote;
• vote contrary to your valid voting directions;
• use your identity or shareholding for unrelated purposes;
• pay you based on the direction of your vote; or
• require you to support or oppose any company, resolution, or campaigner.

13. Privacy and data handling

We handle your personal information in accordance with our Privacy Policy.

This may include your name, address, contact details, identity information, shareholding information, voting directions, engagement activity, payment details, device information, and fraud prevention information.

We may disclose information to service providers, identity verification providers, payment providers, share registries, companies, campaigners, professional advisers, regulators, courts, or other parties where needed to:

• provide the platform;
• verify identity or holdings;
• process voting directions;
• process payments;
• provide support;
• prevent fraud or misuse;
• comply with law;
• enforce this Member Agreement; or
• protect Proxi.Vote, members, companies, campaigners, and market integrity.

We may use aggregated or de-identified information to understand platform activity, improve the service, report on engagement, or provide insights, where this is permitted by law and our Privacy Policy.

14. Account security

You are responsible for keeping your account login details secure.

You must not share your login details with anyone else.

You must tell us promptly if you believe your account has been accessed or used without permission.

We may require additional verification before allowing account access, processing voting directions, changing payment details, or making a payout.

15. Acceptable use

You must use Proxi.Vote honestly, lawfully, and only for its intended purpose.

You must not:

• register shares you do not own or control;
• impersonate another person;
• provide false, incomplete, or misleading information;
• create more than one account without our approval;
• claim engagement payments without genuine engagement;
• use bots, scripts, automation, click farms, or artificial activity;
• interfere with the security, integrity, or operation of the platform;
• scrape, copy, harvest, or misuse platform data;
• upload or submit unlawful, misleading, defamatory, abusive, or infringing content;
• attempt to avoid verification, eligibility, security, or payment controls;
• use Proxi.Vote for fraud, manipulation, market abuse, or unlawful conduct; or
• do anything that may harm Proxi.Vote, members, companies, campaigners, registries, or market integrity.

If you breach this section, we may suspend or close your account, reject voting directions, withhold payments, reverse payments, remove content, or take other reasonable action.

16. Suspension and termination

We may suspend, restrict, or terminate your account or access to Proxi.Vote if we reasonably believe:

• you have breached this Member Agreement;
• your information is false, incomplete, outdated, or misleading;
• we cannot verify your identity, holding, authority, or payment details;
• your account has been compromised;
• you have misused the platform;
• you have engaged in fraud, attempted fraud, or artificial engagement;
• continued access creates legal, regulatory, security, operational, or market integrity risk; or
• we are required to do so by law, a regulator, a court, a registry, a payment provider, or another relevant authority.

Where reasonable, we will tell you the reason for our decision and give you an opportunity to respond.

We may not do so where it would create legal, security, fraud prevention, or regulatory risk.

You may stop using Proxi.Vote at any time.

Stopping use of Proxi.Vote does not affect rights or obligations that have already arisen, including payment checks, fraud investigations, lodged voting directions, legal obligations, or record-keeping requirements.

17. Intellectual property

Proxi.Vote owns or licenses the platform, including its software, design, branding, trade marks, content, data structures, workflows, systems, templates, and documentation.

You may use Proxi.Vote only for your personal or authorised voting and engagement purposes.

You must not copy, reproduce, modify, adapt, reverse engineer, scrape, resell, commercialise, or exploit any part of Proxi.Vote unless we allow it in writing.

Companies, campaigners, shareholders, or other third parties may own material they provide through the platform.

You must not copy, reproduce, or misuse third-party material except as allowed by law or by the relevant rights holder.

If you provide feedback, suggestions, ideas, or comments about Proxi.Vote, we may use them to improve the platform without paying you or needing further permission.

18. Third-party services

Proxi.Vote may rely on third-party services, including identity verification providers, payment providers, registry systems, voting platforms, analytics providers, hosting providers, communication tools, and professional advisers.

We are not responsible for the acts, omissions, outages, delays, or errors of third parties, except to the extent required by law.

Some third-party services may have their own terms and privacy policies.

19. Service availability

We may change, add or remove services on the platform.

The platform may be incomplete, interrupted, delayed, changed, or unavailable.

We may modify, suspend, withdraw, or limit any part of the platform at any time.

We will try to give reasonable notice where practical, but we may make changes without notice where needed for legal, security, technical, fraud prevention, compliance, or operational reasons.

20. No guarantee of outcomes

We do not guarantee that:

• you will be able to register every holding;
• every holding will be verified;
• every meeting or resolution will be shown;
• every proxy appointment will be accepted;
• every voting direction will be lodged, accepted, counted, or effective;
• every engagement payment will be available;
• campaign material will remain available;
• a company, registry, broker, custodian, nominee, or voting platform will accept your details;
• the platform will always be available or error-free; or
• any voting outcome will occur.

We provide tools to help you exercise voting rights, but final acceptance and counting of votes may depend on companies, registries, brokers, custodians, nominees, meeting processes, law, and other third parties.

21. Australian Consumer Law

Nothing in this Member Agreement excludes, restricts, or modifies any consumer guarantee, right, remedy, or liability that cannot be excluded, restricted, or modified under the Australian Consumer Law or any other applicable law.

Where the Australian Consumer Law applies, you may have rights or remedies that cannot be excluded.

Subject to those rights, and to the extent permitted by law, Proxi.Vote excludes all guarantees, warranties, representations, or conditions that are not expressly set out in this Member Agreement.

Where we are permitted to limit our liability under the Australian Consumer Law, our liability is limited, at our choice, to one or more of the following:

• supplying the services again; or
• paying the cost of having the services supplied again.

This limitation does not apply where it would be unlawful, unfair, or not permitted under the Australian Consumer Law.

22. Liability

To the extent permitted by law, Proxi.Vote is not liable for loss, damage, cost, or expense arising from:

• incorrect, incomplete, outdated, or misleading information you provide;
• your failure to update your details;
• failed identity verification;
• failed holding verification;
• rejected proxy appointments;
• missed voting deadlines;
• voting directions that are not accepted, counted, or effective;
• registry, broker, custodian, nominee, company, meeting platform, or voting platform issues;
• campaign material or other third-party content;
• payment provider delays, errors, or refusals;
• unauthorised account access caused by your failure to keep login details secure;
• suspension or termination of your account in accordance with this Member Agreement;
• service outages, delays, errors, or interruptions;
• changes to meetings, resolutions, companies, holdings, or voting processes;
• tax consequences of engagement payments;
• loss of profit, revenue, opportunity, goodwill, data, or anticipated savings;
• indirect, consequential, special, or punitive loss; or
• events outside our reasonable control.

Our total liability to you for all claims connected with Proxi.Vote is limited to the amount of engagement payments actually paid or payable to you in the three months before the event giving rise to the claim, except where a different limit is required by law.

This liability section is subject to the Australian Consumer Law section above.

23. Your responsibility to us

You are responsible for your use of Proxi.Vote.

You agree to compensate us for any loss, cost, damage, claim, or expense we reasonably suffer because you:

• breach this Member Agreement;
• provide false, incomplete, outdated, or misleading information;
• register shares you are not entitled to vote;
• misuse the platform;
• misuse engagement payments;
• breach the law;
• infringe another person’s rights; or
• cause Proxi.Vote to suffer loss through fraud, attempted fraud, artificial engagement, or unauthorised use.

This section does not require you to compensate us for loss caused by our own negligence, fraud, wilful misconduct, or breach of law.

24. Changes to this Member Agreement

We may update this Member Agreement from time to time.

We may do this to reflect:

• changes to the platform;
• new services;
• legal or regulatory changes;
• security or fraud prevention requirements;
• operational changes;
• payment or verification changes;
• changes to third-party systems; or
• improvements to clarity or drafting.

If we make a material change, we will take reasonable steps to notify you.

A material change will apply from the date stated in the notice or, if no date is stated, from the date it is published.

If a change materially affects your existing rights, authorisations, payments, privacy choices, or voting arrangements, we will give you a reasonable opportunity to stop using the affected feature before the change applies, unless the change is required sooner for legal, regulatory, security, fraud prevention, or operational reasons.

If a new optional service requires separate consent, it will only apply if you opt in.

If you continue using Proxi.Vote after a change takes effect, you accept the updated Member Agreement.

25. Notices and communications

We may contact you by email, SMS, in-platform message, push notification, or other contact details you provide.

You are responsible for keeping your contact details up to date.

A notice is treated as received when it is sent to the contact details in your account, unless we receive a failed delivery notice.

26. Complaints and disputes

If you have a question, complaint, or dispute, please contact us first.

We will try to resolve the issue fairly and promptly.

We may ask you for information we reasonably need to investigate the issue.

If we cannot resolve the issue, either you or we may take the matter to a court or another dispute process that applies by law.

27. Governing law

This Member Agreement is governed by the laws of Western Australia, Australia.

You and Proxi.Vote submit to the non-exclusive jurisdiction of the courts of Western Australia and the Commonwealth courts of Australia.

28. Contact

Questions about this Member Agreement can be sent to:

admin@proxi.vote