Online voting - Diageo plc

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General conditions of use

General Conditions of Use

Online Services - General Conditions of Use

Please read through these General Conditions of Use and confirm your acceptance before accessing the Online Services.

Introduction

These General Conditions of Use set out the terms and conditions on which you may use the Online Services (the "Online Services") provided by Capita Registrars Limited on behalf of a Company for which it (or its subsidiaries) acts as registrar or by Capita IRG Trustees Limited in respect of activities regulated by the Financial Conduct Authority. If you hold shares in a Company whose share register is maintained by a subsidiary of Capita outside the United Kingdom (such as the Channel Islands, Ireland or the Isle of Man) then Capita will be providing the Online Services as agent on behalf of such a subsidiary. These General Conditions of Use are legally binding on all users of the Online Services.

If you have any queries concerning the Online Services, you may contact the Capita Telephone Helpline.

Please note that some of the Online Services also have special conditions which apply in addition to these General Conditions of Use. If this is the case, you will be notified of those special conditions when you seek to connect to the particular service.

  1. Definitions

    Some words and expressions used in these General Conditions of Use have particular meanings, as follows:

    "Articles of Association"
    means the Company's articles of association, as amended from time to time;
    "Capita"
    means Capita Registrars Limited and/or CIRGT, as the case may be;
    "Capita Registrars"
    means Capita Registrars Limited, a company registered in England and Wales with registered number 2605568 and whose registered address is The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU;
    "Capita Telephone Helpline"
    means (i) if you hold shares in a company whose share register is maintained by a subsidiary of Capita in Ireland, +353 1 810 2400 (the helpline is open from 9.00 to 17.30 Monday to Friday excluding Irish bank holidays); or otherwise (ii) 0871 664 0391 (calls cost 10p per minute plus network extras), or +44 (0)20 8639 3367 if calling from overseas (the helpline is open from 9.00 to 17.30 Monday to Friday excluding English bank holidays);
    "CIRGT"
    means Capita IRG Trustees Limited, a company registered in England and Wales with registered number 2729260 and whose registered address is The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. CIRGT is a wholly owned subsidiary of Capita Registrars Limited and authorised and regulated by the Financial Conduct Authority ("FCA") and is entered on the FCA register with registration number 184113. You can view the FCA register at www.FCA.gov.uk/register;
    "Company"
    means the company of which you are a Holder, and in respect of which you make use of the Online Services;
    "Data Protection Act"
    means the Data Protection Act 1998 save where the Company's share register is maintained by a subsidiary of Capita outside the United Kingdom (such as the Channel Islands, Ireland or the Isle of Man) in which case the applicable equivalent data protection provisions in the relevant jurisdiction shall apply (in each case, as amended, supplemented or replaced from time to time);
    "Electronic Commerce Act"
    means the Electronic Commerce Act 2000 of Ireland as amended, supplemented or replaced from time to time;
    "Holder"
    means a shareholder or other person with an interest in the Shares;
    "Identification Details"
    means (i) if you are an individual, your Investor Code, your surname and your postcode; (ii) in respect of an organisation which is not a CREST member, your Investor Code, your name and your postcode; and (iii) in respect of a CREST member, your Investor Code, your CREST member's account number and your member's participant ID;
    "Investor Code"
    means the unique reference number issued to you, which can be found on your share certificate or tax voucher;
    "Services Software"
    means any computer software supplied by Capita to allow you to make use of any aspect of the Online Services;
    "Shares"
    means shares in the Company;
    "Share Portal"
    means the website hosted and maintained by Capita in respect of the Company permitting you to access and use the Online Services;
    "you/your"
    means any person or organization which uses the Online Services;
    "Your System"
    means the computer system (including hardware and software) used by you to access the Online Services.
  1. Confirmations

    By completing the signing-in process and/or using the Online Services, you agree that:

    1. you have read and have agreed to be bound by these General Conditions of Use;
    2. you are the Holder or attorney of the Holder with a valid, legal right to use the Online Services;
    3. if you are acting as an attorney, you have been duly appointed under a valid, legal power of attorney which gives you authority to use the Online Services in accordance with the terms of that power, and you have not received notice of revocation of such authority;
    4. where you are one of a number of joint Holders in respect of Shares:
      1. you have received all necessary authority as between you and any other joint Holder(s) to use, and are acting in accordance with the Articles of Association in using, the Online Services in respect of the relevant Shares;
      2. without limitation to the foregoing, you will not do any act or omit to do any act in respect of the Online Services which results in any communication from the Company not being sent to any joint Holders who is or are entitled to receive communications from the Company in respect of those Shares; and
      3. you agree to hold Capita fully indemnified against any claim made against them as a consequence of acting upon your instructions; and
    5. you are resident in the United Kingdom (which, for the avoidance of doubt, excludes the Channel Islands and the Isle of Man) or Ireland or have otherwise complied with all applicable legal requirements in any other jurisdiction which are necessary to allow you to lawfully use the Online Services.
  1. Your Responsibilities for Security

    1. To enable you to use the Online Services, you must identify yourself using your Identification Details.
    2. You will be offered a limited number of attempts to enter your Identification Details correctly. If you fail to enter your Identification Details correctly within the number of attempts permitted, your right to use the Online Services may be withdrawn. In such an event you will be able to re-register to use the Online Services via the Share Portal.
    3. You must keep your Identification Details secure.
    4. You are responsible for all use made of the Online Services under your Identification Details. As such you should take adequate precautions, such as:
      1. not leaving Your System unattended while you are connected to the Online Services; or
      2. not using the Online Services from any computer connected to a local area network without first making sure that no-one else will be able to observe or copy your Identification Details or get access to the Online Services claiming to be you.
    5. If you are an organisation (for example, a company), you must ensure that only duly authorised employees are able to access the Online Services on your behalf and that they comply with all security requirements.
  1. Communications by you made through the Online Services

    1. You agree that Capita is entitled to rely on the use of your Identification Details as adequate identification of you.
    2. Capita is entitled to act or refrain from acting in reliance on electronic messages given using the Online Services in conjunction with the Identification Details without obtaining any further written or other confirmation, even if those messages are not actually given or authorised by you, and shall have no liability for so acting or refraining to act.
    3. Capita will not be liable for any use of your Identification Details by persons who are not authorized by you.
    4. Reasonable steps have been taken by Capita to ensure that communications given via the Online Services are secure, including the use of encryption. However electronic mail is not encrypted. You should be aware that the use of electronic communications is not a completely reliable or secure method of communication.
    5. Capita does not accept any responsibility if information which you have requested be sent to you by email is intercepted, redirected, copied, corrupted or read by unauthorised third parties.
    6. If the Company is incorporated under the laws of Ireland, you confirm that neither the Company nor Capita are under any obligation (pursuant to the Electronic Commerce Act or otherwise) to provide an acknowledgement to you (whether requested by you or not) that any electronic communication sent by you and has been received by Capita and/or the Company.
  1. Operation of the Online Services

    1. The Online Services will usually be available for use 24 hours a day. However the Online Services may be temporarily unavailable for a number of reasons, including routine and emergency maintenance, excess demand for the Online Services, failure of the internet and other circumstances beyond the control of Capita.
    2. Capita shall not have any liability to you for any non-availability or interruption in the operation of the Online Services or for any failure or delay of a communication. Just as with the conventional postal system, it is your responsibility to ensure that any communications are sent in sufficient time to be received within any deadlines.
  1. Your System and services software

    1. Before choosing to use the Online Services, you should ensure that you have the appropriate equipment and computer capabilities sufficient for the purpose. You are responsible for ensuring that Your System is compatible with the Online Services.
    2. You are responsible for ensuring that Your System is free of any computer virus or other harmful code and adequately maintained in every way. Capita will not accept any message or instruction that you send using the Online Services if the message or instruction contains a computer virus or other harmful code and these will be deleted.
    3. The Online Services are accessed through the internet, a public system over which Capita has no control, and you must therefore ensure that Your System is adequately protected from interference and against acquiring a virus or other harmful code through use of the Online Services. Capita takes all reasonable precautions to ensure that no viruses are present in any communication it sends out but cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments sent to you. It is recommended that you subject all messages to virus checking procedures prior to opening.
    4. You are responsible for any internet access service through which you access the Online Services not controlled by Capita, including compliance with any terms and conditions applicable to, and payment of any charges connected with, any such service.
    5. Where the Online Services involves the provision by Capita to you of any Services Software, you are permitted to use such Services Software in machine-readable object code form only, on one PC only, and solely for the purposes of using the Online Services. All relevant intellectual property rights in the Services Software shall remain the property of Capita (or its licensors) and, save as expressly permitted by law, you may not copy, decompile or reverse engineer any Services Software for any purpose. If you become aware of any unauthorised use of any Services Software, you should immediately notify the Capita Telephone Helpline.
    6. If you access the Online Services from a country outside the United Kingdom, or any country which limits electronic communications of the kind contained in the Online Services, you are responsible for complying with the local laws of that country, including obtaining any license needed for the import of the Services Software (and, in particular, the encryption software which it contains) into that country, and agree that you will indemnify Capita against any loss which it may suffer as a result of your failure to comply with this obligation.
  1. Relationship with other documents

    1. These General Conditions of Use do not in any way modify the provisions of the company's Articles of Association.
    2. These General Conditions of Use do not in any way modify the provisions of any other agreement you may have with Capita regarding the Shares.
  1. Services quality: recording your calls and electronic messages

    1. To protect Holders and the Company, and to help resolve any disputes:
      1. Capita may record phone conversations with you, and keep such recordings for a reasonable period of time; and
      2. Capita will keep a record of all appointments and messages given by you via the Online Services.

      Capita may retain such records for the purpose of using the same in evidence in the event of a dispute in relation to your instructions.

    2. Capita may monitor calls to it in order to assess and improve the quality of the Online Services.
  1. Use of any data collected about you in connection with the Online Services

    1. Use of the Online Services may involve the collection of limited information about Holders, such as a Holder's email address and records of the kind referred to in Clause 8.
    2. The Data Protection Act provides protection to individuals by governing, amongst other things, the way in which personal data is held and used. Individuals are also afforded rights of access to such information held about them.
    3. Capita will protect your personal information in accordance with the principles of the Data Protection Act.
    4. By using this website or the Online Services, you agree that Capita, may:
      1. keep personal details which you or others give it, and any information that it knows from running your account on a database, and use such information to provide the Online Services; and
      2. disclose information concerning you to the Company, Euroclear UK and Ireland Limited (if entitled to such information) which may disclose the information to regulatory, tax or governmental authorities as appropriate; to any person with legal, administrative or regulatory power over Capita or to affiliated companies of Capita who are involved in carrying out functions related to the Online Services including such affiliated companies which are outside of the EEA in countries which do not have similar protections in place regarding your information and its use. Capita shall ensure that any such affiliated company has put in place proper security measures to ensure at least the same level of protection of the personal data as is required under the Data Protection Act.
  1. Share balance information

    1. The balance of Shares shown as being held by you does not include any transaction which may be in the course of processing. In this context, the information shown is indicative only and should not be relied on to support any contemplated transactions.
    2. Please note that if you have holdings of Shares using different names or registered to different addresses, the Online Services will not necessarily make any link between them or amalgamate them in any way. If you want more information about changing the name and address for all such holdings, you will need to contact the registrar of the Company's share register directly and complete the appropriate forms.
  1. eProxy Voting

    1. You may use the Online Services to electronically appoint a proxy to attend and vote at a meeting of the Company ("eProxy Voting").
    2. Appointments of proxy for a general meeting of the Company must be received by Capita by no later than the closure time and date for the receipt of appointments of proxy for that meeting, as laid down by the Company. This will appear on the formal notice of meeting, accompanying documentation and also may be shown on the Company's website. Once the closing time and date has passed it will no longer be possible to appoint a proxy for that meeting using the Online Services.
    3. The Articles of Association, may set out rules as to priority to be given as between two or more valid but differing appointments of proxy received in respect of the same Share for use at the same meeting. In some instances it may be that the receipt of conflicting proxies will result in none of them being treated as valid in respect of that Share. It is your responsibility to ensure that your proxy is validly appointed.
    4. If conflicting instructions or appointments are given by joint Holders, the Articles of Association of the Company and/or any other agreement you may have with Capita regarding the Shares will decide which prevails.
    5. If you appoint a proxy using the Online Services, the appointment is treated as received when it is recorded by Capita's server in a way capable of being reproduced in legible form.
    6. The Online Services cannot be used to appoint a proxy for part of your Shares.
    7. Neither Capita nor the Company will be under any obligation to accept through the Online Services an appointment that is conditional.
    8. You will only be able to use the Online Services to appoint a proxy once you have confirmed your identity by entering your Identification Details. Additionally Capita shall be entitled (but not obliged) before acting on a message to perform further checks as to whether it has been properly authorised by you, including requiring a written confirmation of an appointment.
    9. If you wish, you can use the Online Services to advise whether you intend to attend the meeting in person.
    10. Capita will not have any liability for proxy appointments accepted or rejected via the Online Services in good faith.
    11. The Articles of Association may impose further requirements as to authentication of an appointment of proxy and other limitations, restrictions or conditions (in some instances at the Company's directors' discretion), in which case your appointment of proxy shall only be valid once such requirements have been satisfied.
  1. Liability

    1. Notwithstanding any other provision of this Agreement, but subject to clause 12.7, Capita accepts no liability for any type of special, incidental, indirect or consequential damage or loss suffered by you (nor any loss of profits, opportunity or goodwill).
    2. Please note that any information regarding the number of Shares, as displayed on the Share Portal or mentioned in an electronic communication to you, are not guaranteed to be accurate or up-to-date. Capita accepts no liability, loss or damage of any kind arising from any inaccuracy or omission on this Share Portal or from reliance upon any information contained herein or in electronic communications.
    3. Nothing contained on the Share Portal constitutes or is intended to constitute an offer to sell any product or service from the Company or Capita, nor does it amount to the solicitation or invitation of an offer to buy such products or services. It further is not intended as a recommendation, advice, advertisement, inducement or offer to invest, deal, buy, sell or hold any securities of the Company and does not constitute an offer to sell or the solicitation of an offer to buy such securities.
    4. To the full extent permitted by law, all warranties, whether express or implied which are not set out in these General Conditions of Use are hereby excluded.
    5. If you are dissatisfied with the Online Services or any content or material provided, you should discontinue use of the Online Services.
    6. If any term or provision of these General Conditions of Use is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of these General Conditions of Use, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable.
    7. Nothing in this agreement shall exclude or limit
      1. our liability for death or personal injury resulting from the negligence caused by Capita; or
      2. liability for any losses or expenses suffered by you as a direct result of the negligence, wilful default or fraud of Capita; or
      3. any other liability which cannot be excluded or limited by law, including FCA Rules and FSMA, where applicable.
  1. Replacement conditions

    These General Conditions of Use replace all previous general terms and conditions relating to the Online Services. Capita may change these General Conditions of Use from time to time, which will take effect from when they are displayed on the Share Portal in place of these current General Conditions of Use.

  1. Law and jurisdiction

    These General Conditions of Use shall be subject to and construed in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these General Conditions of Use

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A service provided by Capita Asset Services, a trading name of Capita Registrars Limited and Capita IRG Trustees Limited (company details of each are specified in the legal statement)