1. Purpose
These Rules govern recognition, communication and exercise of shareholder rights in admitted equity securities. They seek clear rights, holder understanding, accurate entitlements, effective voting, prevention of duplicate/unauthorised votes, preservation of beneficial-owner rights through intermediaries, consistent records and protection from technology-driven impairment.
2. Application
Apply to equity Issuers, shareholders, beneficial owners, Brokers, Custodians, nominees, transfer agents, Sponsors, voting providers, Digital Security infrastructure providers and others administering shareholder rights.
3. General Principle
Tokenisation alone does not reduce or change legal rights. Digital Security holders have rights attached by law, subject to Applicable Law, constitutional documents, security terms, nominee/custody arrangements and IDSX Rules.
4. Rights Must Be Clearly Defined
Before admission, disclose material class rights, including voting, dividends/distributions, liquidation, pre-emption, notices, meetings, proxies, conversion, redemption, information and other legal or constitutional rights.
5. Classes of Shares
Identify each class separately; classes may differ in votes, dividends, liquidation, conversion, redemption, transfer restrictions or other rights.
6. No Assumption of Equal Rights
Admission does not imply that an Issuer’s securities have identical rights. Investors must be able to identify the rights of their specific security.
7. Legal Holder and Beneficial Owner
Identify the legal ownership structure, which may involve direct title, nominee, custody, beneficial ownership, trust or another lawful arrangement.
8. Registered Holder
The Registered Holder is the person recorded as legal holder in the authoritative register, where applicable.
9. Beneficial Owner
The Beneficial Owner ultimately enjoys economic or other benefits even if another person is registered.
10. Digital Token Holder
Token possession/control does not automatically establish shareholder status unless the applicable legal structure makes the blockchain register authoritative.
11. Authoritative Ownership Record
Identify the record determining rights: statutory or transfer-agent, nominee or Custodian register, legally recognised blockchain or another lawful record.
12. Conflict Between Blockchain and Legal Register
The legal authoritative record prevails over conflicting blockchain data to the extent required by law. Investigate and correct promptly.
13. Right to Receive Information
Provide information required by law and IDSX Rules, including meeting notices, resolutions, reports, corporate actions, voting instructions, proxies and other shareholder communications.
14. Equal Access to Information
Same-class holders should have materially equivalent information access, subject to law and legitimate restrictions.
15. Electronic Communications
Where permitted, communicate by email, secure portal, Broker/Custodian platform, IDSX disclosure system, blockchain-linked notice or another approved method.
16. Shareholder Meetings
Meetings must comply with law, constitutional documents, IDSX Rules and security rights.
17. Physical, Virtual and Hybrid Meetings
Where lawful, meetings may be in person, virtual, hybrid or another valid electronic format.
18. Meeting Notice
State date/time, venue or access method, agenda/resolutions, voting eligibility and Record Date, proxy process, deadline and supporting materials.
19. Record Date for Voting
The Issuer may set a voting Record Date. Entitlement follows the authoritative register at the applicable time.
20. Voting Entitlement
Calculate according to legal rights, such as one vote per share, weighted, class-specific, restricted, non-voting or another lawful structure.
21. No Duplicate Voting
Prevent one economic interest voting more than once across wallets, Broker/Custodian accounts, omnibus accounts and nominees.
22. Aggregation of Holdings
Aggregate common beneficial ownership where necessary for votes, ownership limits, disclosure, class rights or other law.
23. Direct Voting
Direct registered holders may vote directly where permitted.
24. Beneficial Owner Voting
Where held through intermediaries, maintain processes enabling beneficial owners to exercise available voting rights.
25. Nominee Voting
Nominees may vote under beneficial-owner instructions, law, custody/nominee agreements and security terms.
26. Omnibus Holdings
Intermediaries must maintain underlying records sufficient to allocate votes accurately.
27. Split Voting
Where lawful and operationally permitted, nominees/Custodians may split votes under instructions from different beneficial owners.
28. Proxy Voting
Holders may appoint proxies where law and constitution permit. Clearly explain procedures.
29. Proxy Verification
Verify appointing holder, proxy authority, scope and validity of instructions.
30. Electronic Proxy Appointment
Electronic proxy appointment may be used where legally valid.
31. Revocation of Proxy
Holders may revoke or replace proxies under applicable law and meeting procedures.
32. Blockchain-Based Voting
Where lawful, voting must reflect legal entitlement, include eligible holders, prevent duplicates and unauthorised votes, be verifiable and auditable, and protect privacy as appropriate.
33. Wallet-Based Voting
Wallet control cannot override legal entitlement. Associate wallet with eligible holder or authorised representative.
34. Snapshot-Based Voting
Snapshots may operationally determine positions but do not override the authoritative register unless law permits.
35. Token Transfers Around Voting Record Date
Prevent inconsistent positions around the Record Date; allocate rights once, avoid duplicates and omissions, treat transfers consistently and respect the date.
36. Same Beneficial Owner Wallet Transfers
Transfers between a beneficial owner’s wallets must not create additional votes.
37. Voting While Securities Are Lent
Determine voting rights under loan terms and inform investors of effects where relevant.
38. Pledged or Encumbered Shares
Determine votes under law and relevant contracts.
39. Frozen Securities
A trading or wallet restriction does not itself extinguish voting rights unless law, court order or security terms provide otherwise.
40. Sanctions Restrictions
Restrict or withhold voting where applicable sanctions law requires.
41. Disputed Ownership
Pending resolution, rights may be suspended, held in abeyance, exercised by a recognised representative or otherwise determined under law or court order.
42. Voting Instructions
Identify resolution, choices, deadline, method, abstention, consequences of no vote and restrictions.
43. Voting Options
Options may include For, Against, Abstain and those required by law.
44. No Default Vote Without Authority
Intermediaries must not vote beneficial-owner rights without required authority.
45. Voting Deadline
Set a reasonable deadline allowing eligible holders to participate.
46. Late Votes
Late votes may be rejected unless law or meeting procedures permit otherwise.
47. Vote Changes
Where permitted, a holder may change a vote before deadline.
48. Vote Confirmation
Where practicable, electronic systems should confirm receipt.
49. Vote Integrity
Protect against duplicate or unauthorised votes, alteration, identity fraud, system manipulation, data loss and other integrity risks.
50. Voting Audit Trail
Record entitlement, submission time and method, changes, proxy authority, final vote and relevant administrative actions.
51. Confidential Voting
Where votes should or must be confidential, prevent unnecessary disclosure of individual decisions.
52. Vote Counting
Count under law, constitution, security terms, meeting notice and voting procedures.
53. Independent Scrutineer
IDSX may require an independent scrutineer or provider for significant or contested votes.
54. Voting Results
Disclose results as required, including For, Against, Abstentions, total cast, percentage of eligible votes and whether passed, where appropriate.
55. Material Resolutions
May include director elections/removals, major deals, constitutional or class-right changes, mergers, schemes, capital changes, related-party deals, delisting and other approval matters.
56. Ordinary Resolutions
Meet approval thresholds under law or the Issuer’s constitution.
57. Special Resolutions
Meet enhanced thresholds required by law or constitution.
58. Class Voting
Respect separate class voting rights when class rights are affected.
59. Changes to Class Rights
Material variation or cancellation requires approvals under law and security terms.
60. Director Elections
Provide sufficient candidate information for informed voting, including identity, background, directorships, Issuer relationships, relevant independence and other material details.
61. Related-Party Voting Restrictions
Prevent counting votes where law or IDSX Rules disqualify an interested holder.
62. Interested Shareholders
Identify materially interested holders where required.
63. Conflict Management
Manage conflicts involving directors, controllers, related parties, Sponsors, Underwriters, Brokers, Custodians and connected persons.
64. Shareholder Proposals
Maintain lawful procedures for shareholder resolutions and director nominations where holders have those rights.
65. Minority Shareholder Rights
Respect minority rights under law and constitution.
66. Equal Treatment
Treat same-class holders equally as to rights, subject to law and valid terms.
67. No Improper Discrimination
Do not improperly discriminate among same-class holders in administering rights.
68. Dividend Rights
Administer declared dividends under security terms, Record Date, class rights and Corporate Actions Rules.
69. Pre-Emptive Rights
Administer subscription/pre-emption rights under law and security terms.
70. Liquidation Rights
Determine under class, statutory priority, constitution, security terms and law.
71. Information Rights
Provide law-required information; these Rules do not require excess disclosure of confidential information.
72. Inspection Rights
Administer corporate-record inspection rights under law.
73. Shareholder Communication Through Brokers
Brokers may need to transmit meeting, voting, corporate-action and Issuer materials to holders.
74. Custodian Communication
Custodians should reasonably communicate rights and voting opportunities to beneficial owners where applicable.
75. Timing of Communications
Intermediaries should transmit in time for beneficial owners to respond reasonably.
76. Digital Security Holder Portal
IDSX or Issuers may provide portals for holdings, rights, notices, votes, proxies, documents and results.
77. Identity Verification for Voting
Electronic votes require reliable authentication, such as IDSX/Broker identity, digital identity, wallet signing, MFA or equivalent.
78. Wallet Signing Is Authentication, Not Ownership Determination
A wallet signature may prove wallet control; alone it does not determine legal voting rights.
79. Corporate Actions Interaction
Administer rights from rights/bonus issues, mergers, conversions, redemptions and other actions consistently with Corporate Actions Rules.
80. Continuous Disclosure Interaction
Disclose material rights changes under Continuous Disclosure Rules.
81. Changes to Voting Rights
Promptly disclose material changes to a security’s voting rights.
82. Token Contract Changes Affecting Rights
Do not alter legal rights through code without authority. Assess disclosure, holder or IDSX approval for technical changes affecting votes.
83. Token Migration
Preserve rights during migration; avoid lost or duplicate votes, lost ownership records, unequal treatment or unauthorised class changes.
84. Lost Private Keys
Key loss alone does not extinguish rights where ownership can otherwise be established.
85. Wallet Recovery and Voting
After recovery, move voting entitlement consistently with legal ownership records.
86. Forks
A fork does not automatically create new rights. Voting follows the legally recognised security and ownership structure.
87. Wrapped or Mirrored Tokens
Unofficial wrapped, mirrored or synthetic tokens create no Issuer voting rights unless recognised by Issuer and law.
88. Lending, Derivatives and Synthetic Exposure
Derivatives, CFDs, synthetic tokens, swaps, lending and other exposure do not automatically convey shareholder votes absent legal entitlement.
89. Vote Buying and Improper Influence
No deceptive or unlawful conduct to improperly influence votes.
90. False Voting Instructions
Do not knowingly submit duplicate or unauthorised votes, false proxies, false ownership or other fraudulent instructions.
91. Manipulation of Voting Infrastructure
Do not interfere with systems, alter votes, block eligible holders, create fictitious identities, exploit contracts or otherwise manipulate voting.
92. Technical Failure
For material system failure, take reasonable corrective action, including extending/reopening voting, rescheduling meetings, validating votes, switching systems or another lawful measure.
93. Material Voting Incident
A material incident may require Continuous Disclosure under applicable Rules.
94. Voting Reconciliation
After significant votes reconcile eligible securities, votes, proxies, nominee votes, rejected votes, abstentions, duplicate checks and results.
95. Voting Records
Maintain records sufficient to demonstrate proper voting administration.
96. Record Retention
Retain records for periods required by law and IDSX Rules.
97. IDSX Information Requests
IDSX may request entitlement, ownership, proxy, nominee, system, results, communication and irregularity information.
98. IDSX Review
IDSX may review votes for integrity, eligibility, duplicates, related-party voting, technical failures, beneficial ownership or rule compliance concerns.
99. Independent Verification
IDSX may require independent verification of material voting results.
100. Breach
Breaches include denial of valid rights, improper exclusions, duplicate or unauthorised voting, failure to honour class rights, misleading materials, system manipulation, failure to communicate or retain records.
101. Enforcement
IDSX may require correction, disclosure, a new vote, independent review, delay corporate action, impose conditions, refer for enforcement or take other lawful action.
102. Relationship with Digital Securities Rules
Read with Digital Securities Rules. Digital representation must preserve legal rights.
103. Relationship with Investor Identity & Wallet Eligibility Rules
Identity/wallet systems may authenticate and prevent duplicate votes but do not replace legal determination of shareholder rights.
104. Relationship with Corporate Actions Rules
Read with Corporate Actions Rules for dividends, rights, mergers and other shareholder events.
105. Relationship with Continuous Disclosure Rules
Disclose material rights changes under Continuous Disclosure Rules.
106. Applicable Law
These Rules do not modify law; additional statutory shareholder rights continue to apply.
107. Amendments
IDSX may amend for legal, regulatory, market, digital-security, voting-technology or operational developments.
108. Effective Date
These Rules take effect on the date determined and published by IDSX.
IDSX · Shareholder Rights & Voting Rules — Version 1.0