Terms of use

What Proxi.Vote is — and isn't

Proxi.Vote helps you exercise the voting rights attached to shares you already own.

We help you:

• register your shareholding;
• view company or campaign material;
• give voting directions;
• appoint Proxi.Vote as your proxy where needed; and
• receive engagement payments where a company or campaign funds them, and where you are entitled to receive them.

Proxi.Vote is not a broker.

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

Proxi.Vote does not provide financial advice, investment advice, legal advice, tax advice, or a recommendation about how to vote.

We do not tell you whether to buy, sell, hold, or vote shares in any particular way.

Any campaign material, company material, or shareholder communication you see on Proxi.Vote is the view of the company, campaigner, or other person who authored it. It will be clearly attributed. Unless we say otherwise, it is not our view and we do not endorse it.

You are responsible for deciding how you vote.

Who can use Proxi.Vote

You can use Proxi.Vote if you:

• are at least 18 years old;
• have an account with us;
• can be identity-verified;
• are the registered holder of the shares you register, or are legally entitled to direct the vote for those shares; and
• give us accurate and current information.

The name, address, and holding details you give us must match the relevant share registry or voting records. If they do not match, you may be ineligible to participate in campaigns and your proxy appointment or voting direction may be rejected.

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

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

We may ask you for more information if we need to verify your identity, your shareholding, or your authority to vote.

Your account

You must create only one Proxi.Vote account unless we agree otherwise.

You are responsible for keeping your login details secure.

You must tell us if you think someone else has accessed your account or used it without permission.

You must keep your details up to date. This includes your name, address, shareholding information, payment details, and any other information we need to provide the service.

We may suspend or close your account if we reasonably believe your account is being misused, is inaccurate, is duplicated, or creates legal, security, fraud, or market integrity risk.

Shareholding information

You must only register holdings you genuinely own or are entitled to direct.

By registering a holding, you confirm that:

• the information you provide is true, complete, and current;
• you are entitled to direct the vote attached to that holding;
• you have authority to appoint Proxi.Vote as your proxy where required;
• you will update us if you sell, transfer, or lose control of the shares; and
• you will not use Proxi.Vote to misrepresent your voting power.

We may refuse to process a holding if we cannot verify it or if the information does not match registry records.

Appointing Proxi.Vote as your proxy

To use Proxi.Vote for voting, you may need to appoint Proxi.Vote as your proxy or voting representative.

When you do this, we act on your voting directions.

We do not decide how to vote for you.

We do not vote contrary to your valid voting directions.

If you leave a resolution undirected, we will not vote on that resolution unless you have clearly authorised us to do so and we are legally allowed to do so.

You agree not to appoint multiple proxies to direct your vote, and agree not to direct your vote in person.

Voting directions and deadlines

When you give us voting directions, we will use reasonable efforts to lodge them with the relevant company, share registry, or voting platform before the applicable deadline.

Companies and share registries usually require proxy appointments and voting directions before a meeting deadline. To allow time for processing, Proxi.Vote may set an earlier internal deadline.

If you give us instructions after our internal deadline, we may not be able to lodge them.

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

A proxy appointment or voting direction may fail or be rejected because of:

• incorrect or incomplete details;
• identity or shareholding mismatch;
• registry or voting platform issues;
• missed deadlines;
• technical problems;
• changes to the meeting or resolutions;
• your shares being sold or transferred;
• custodian, broker, or nominee restrictions;
• legal restrictions; or
• something outside our reasonable control.

If we become aware of a problem, we will try to let you know where practical.

Changing or cancelling voting directions

You may be able to change or cancel a voting direction before the relevant deadline.

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

You are responsible for checking your voting directions before submitting them.

Engagement payments

Some companies or campaigners may fund engagement payments through Proxi.Vote.

Where an engagement payment is available, you are paid for genuinely engaging with the relevant material.

Payment is not conditional on whether you vote, how you vote, whether you abstain, or whether you support or oppose a company or campaigner.

Engagement payments are not a reward for voting a particular way.

We may set rules for each engagement campaign. These may include eligibility requirements, engagement steps, payment amounts, payment limits, and payout timing.

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 or bot activity;
• fake engagement;
• fraud or attempted fraud;
• ineligible holdings;
• breach of these terms;
• payment error; or
• misuse of the service.

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

Your payment balance

Your account may show an accrued engagement balance.

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

It is a record of amounts that may be payable to you under these terms.

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

Campaign and company material

Companies, campaigners, shareholders, or other third parties may provide material through Proxi.Vote.

That material belongs to the person or organisation that provides it.

We may label material as sponsored, funded, promoted, or campaign material where relevant.

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

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

We may also remove or change access to material if required by law, a regulator, a court, a company, a registry, or another relevant authority.

Acceptable use

You must use Proxi.Vote honestly and lawfully.

You must not:

• register shares you do not own or control;
• pretend to be someone else;
• provide false 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 service or its security;
• scrape, copy, or misuse platform data;
• upload or submit unlawful, misleading, defamatory, abusive, or infringing content;
• use Proxi.Vote for fraud, manipulation, market abuse, or unlawful conduct; or
• try to avoid any verification, eligibility, payment, or security process.

If you breach these rules, we may suspend or close your account, reject voting directions, withhold payments, reverse payments, or take other reasonable action.

Privacy

We collect and use personal information to provide Proxi.Vote.

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

We may share information with service providers, identity verification providers, payment providers, share registries, companies, campaigners, professional advisers, regulators, courts, or other parties where needed to provide the service, verify eligibility, lodge voting directions, process payments, prevent fraud, comply with law, or enforce these terms.

Our Privacy Policy explains this in more detail.

By using Proxi.Vote, you agree that we may handle your information as described in our Privacy Policy.

Service availability

We are always improving Proxi.Vote services.

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

We may modify, suspend, withdraw, or limit any part of the service 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, or operational reasons.

No guarantee of outcomes

We do not guarantee that:

• you will be able to vote on every shareholding;
• every holding will be verified;
• every proxy appointment will be accepted;
• every voting direction will be counted;
• every engagement payment will be available;
• campaign material will stay available;
• a company or registry will accept your details;
• the service will always be available; or
• any voting outcome will happen.

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

Intellectual property

Proxi.Vote and its content, design, branding, software, systems, and materials belong to us or our licensors.

You may use Proxi.Vote for your own personal or authorised voting purposes.

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

Third-party campaign or company material belongs to the person or organisation that provided it.

Liability

We do our best to provide a useful and reliable service, but Proxi.Vote is provided on an as-is and as-available basis.

To the extent permitted by law, we are not liable for loss caused by:

• incorrect or incomplete information you provide;
• failed identity or holding verification;
• rejected proxy appointments;
• missed voting deadlines;
• registry, company, broker, custodian, or voting platform issues;
• technical outages;
• unauthorised account access caused by your failure to keep login details secure;
• third-party campaign or company material;
• payment provider delays or errors;
• changes to meetings, resolutions, or voting processes; or
• events outside our reasonable control.

Nothing in these terms excludes, restricts, or modifies any right, guarantee, remedy, or liability that cannot legally be excluded, restricted, or modified.

Where we are allowed to limit our liability, our liability is limited to resupplying the service or paying the cost of having the service supplied again.

Your responsibility to us

You are responsible for your use of Proxi.Vote.

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

• breach these terms;
• provide false or misleading information;
• register shares you are not entitled to vote;
• misuse the service;
• misuse engagement payments;
• breach the law; or
• infringe someone else's rights.

Suspected fraud, misuse, or unlawful conduct

We may investigate suspected fraud, misuse, unlawful conduct, market abuse, or breach of these terms.

We may take reasonable action to protect users, companies, campaigners, Proxi.Vote, market integrity, and the lawful operation of the service.

This may include suspending accounts, withholding payments, rejecting instructions, removing content, keeping records, or reporting matters to relevant parties where legally permitted or required.

Changes to these terms

We may update these terms from time to time.

If we make material changes, we will try to give reasonable notice.

The updated terms will apply from the date they are published or from any later date we specify.

If you continue to use Proxi.Vote after the terms change, you accept the updated terms.

Complaints and disputes

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

We will try to resolve the issue fairly and quickly.

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

Governing law

These terms are governed by the laws of New South Wales, Australia.

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

Contact

Questions about these terms can be sent to:

admin@proxi.vote