ProxyTwin investor summary

This Information Memorandum ("IM") is issued by ProxyTwin Holdings Pty Ltd (“ProxyTwin” or  "the Company") and is not a prospectus and does not satisfy the disclosure requirements for a prospectus required under the Corporations Act 2001 (Cth) ("the Act"). This IM is not a public offer. The IM is only intended for the use of persons who the Company authorise to have access to the IM. The IM is not an offer to any party who is sent this IM by anyone other than the Company. Recipients of the IM should treat it as confidential and are not permitted or authorised to distribute or provide a copy of the IM to any other party.

The Offer made pursuant to this IM is made to, and may only be accepted by, persons classified as sophisticated investors or professional investors as defined under Section 708 of the Corporations Law or any person in respect of whom the Offer does not require disclosure under Chapter 6D of the Act. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them in respect of any disputes arising under or relating to this IM. No party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.

The information contained in this IM has been prepared to assist interested parties in making their own evaluation of the Offer and was accurate as at the date of the IM. The delivery of this IM, or an issue of any shares by the Company at any time after the date of this IM, must not be construed as a representation or warranty by the Company, or any person or other company named in this IM, that the information is accurate, nor that there has been no change at any time after the date of the IM, in the affairs or financial condition of the Company.

This IM does not purport to contain all of the material information that a prospective investor may require in making a decision to invest in the Company. Each recipient should read this IM in its entirety, make their own enquiries and investigations regarding the Offer, seek independent advice relating to any taxation effects applicable to their personal situation, the affairs, financial condition and creditworthiness of the Company and, as necessary, consult with an accountant, stockbroker, lawyer, other professional or investment advisor before making any decision to invest in the Company on the terms of the Offer.

Anticipated future outcomes included in this IM are not representations as to future matters. The opinions are based on a large number of assumptions and are subject to uncertainties and contingencies. No representation is made that any of the anticipated future outcomes will occur. Actual future events may vary from those anticipated or detailed in this IM. Each recipient should make their own enquiries and investigations regarding the assumptions, uncertainties and contingencies, which may affect the Company’s future operations and values and the impact that a variation of future outcomes may have on the Company.

Any investment decision should be based on a recipient’s own enquiries, investigations and independent advice and not this IM. No person or company named in this IM, nor any other person or company, guarantees the performance of the Company, the repayment of capital or return on any Shares in the Company that may be issued following a decision to accept the Offer. No person or other company named in this IM (excluding representatives of the Company) has authorised or caused the issue of this IM, conducted any due diligence on the contents of this IM, nor does any such person or other company make or purport to make any statement in the IM or take any responsibility for any part of this IM.

Without limiting the foregoing paragraph, none of the advisors to the Offer make any representation or warranty as to the accuracy or completeness of this IM or has any liability (whether arising from negligence or otherwise) for any representations (express or implied) contained in, or any omissions from, this IM or any written or oral communications transmitted to the recipient of this IM in the course of its evaluation of the Offer and the Company. No person other than the representatives of the Company is authorised to make any representation or give any information which is not contained in this IM and any representation or information not contained in this IM should not be relied on as having been authorised by, or on behalf of, the Company.

The Company does not accept any responsibility or liability for any information, statement, communication or representation not contained in this IM. Furnishing of this IM is not to be construed as obliging the Company or any interested party to enter into any agreement or arrangement with the other. This IM has not been lodged with any regulatory authority inside or outside Australia. It is the responsibility of overseas applicants to ensure compliance with all laws of any country relevant to their application.