Proxymity Shareholder ID – Service Description for intermediaries

Supplier will provide Reseller Client with the shareholder identification product provided in this Section (the “Disclosure Services”), which shall be compliant with the applicable local law in each EU [and EEA] jurisdiction implementing the EU’s Shareholder Rights Directive II (SRD2) and the Reseller Client’s instructions.   

The transposition laws of several jurisdictions go beyond the European requirements and extend the material scope of SRD2.   

For the avoidance of doubt, any other non-SRD2 compliant disclosures received for any other market will not be processed by Proxymity as part of this Service. The Service could be enhanced at a later stage under this reseller contract.   

This Service, and its subcomponents, are described below in Section 1.2.   

Supplier and Reseller Client will ensure ISO20022 message format exchanged over SWIFTnet FINplus. The messages must be compliant with the latest version of the SMPG (Securities Market Practice Group) market practice.  

a. Request Processing  

Supplier will process shareholder identification disclosure requests received on behalf of Reseller Clients via the following channels:  

  • SRD2 compliant ISO20022 messages via SWIFTNet FINplus, received by Supplier from Reseller Client or from the custodian or servicing bank of the Reseller Client.  
  • Manual entry of SID Request into the Proxymity platform by the Supplier team when an ISO20022 via SWIFTNet FINplus method is not available.   

b. Request Authentication  

The Supplier will validate each disclosure request (incl. requests received from “trusted list” entities as described below) that refers to SRD2 that the underlying security is covered by national legislation of the respective issuer country “SRD2 eligibility check”.   

The Supplier will validate each disclosure request where a legal obligation of the Reseller Client in respect of securities in specific circumstances is required. The Supplier will validate that the mentioned law and/or regulatory requirement(s) are covered by national legislation of the respective issuer country.  

In case the issuer is not the sender of the request, the Supplier will validate that a LoA from the issuer has been provided to the requestor and response recipient (agent(s)) and the LoA is valid until response deadline date. The validation will ensure wet signatures when no electronic signatures validation is agreed for this business purpose between the issuer, issuer agent and the Supplier or no (EU) certified electronic signature tool is used.   

The Supplier will validate that issuer and SID-agent agreed in written form compliance with Regulation (EU) 2016/679 (GDPR) for requests related to SRD2.   

In addition to the LoA, Supplier will request the following documentation, if applicable in the respective country and required to for the authentication process, be provided by the third parties (issuers and their agents) to validate the signed persons are allowed to act on behalf of the issuer.  

  • Issuer’s articles of association  
  • Extract from the commercial register, issuer certificate of incorporation or equivalent national registration document.  
  • Authorised signature list or power of attorney appointing the authorised signature(s).  

Supplier will provide a dedicated mailbox for receipt of LoA’s and supporting material from issuers and their agents.   

Reseller Client shall instruct LoA senders to send all LoA’s pertaining to SRD2 disclosure requests to this mail address.   

Supplier will forward any non-SRD2 requests back to Reseller Client.  

Supplier will deal directly with requestors on behalf of Reseller Client to resolve any queries relating to SRD2 disclosure requests.  

The Supplier will reject SRD2 requests on the 5th business days upon receipt, if the LoA’s haven’t been provided. The supplier advises the requestor on the 3rd business day that the request will be rejected when sufficient documentation will not be provided on the following day.   

The Supplier retains a copy of the LoA.   

The Supplier team will conduct authentication of shareholder identification requestors prior to sending of validated disclosure request to the Reseller Client. The Supplier maintains a list of trusted shareholder identification requestors that are central securities depositories (CSDs) or depositories of the Reseller Client and for third party requestors in combination with the ISIN for future requests and preventing STP processing for any requestor not on the trusted list. The Reseller Client can request at any time to add or remove a requestor from the trusted list.     

The Reseller Client provides to the Supplier the CSD and depository names plus corresponding BIC11, the Reseller Client entity for which this party can held securities and send disclosure requests and the 2-digit market code (e.g. DE for Germany).   

The Supplier provides at the end of each quarter a current trusted list to the Reseller Client for validation.   

In the event that an issuer or its agent sends a request directly to Supplier, Supplier will revert back to agent and advise request must be sent direct to Reseller Client.  

The Reseller Client will grant the Supplier a Power of Attorney (POA) to validate given Letter of Authorisation (LoA) from issuers to SID-agents. Alternatively, Reseller Client will publish on their website that the Supplier has been appointed to act on behalf of the Reseller Client for their business purpose.  

c. Forward of Requests to Reseller Client clients  

Supplier will send authenticated disclosure requests to clients of Reseller Client .  

d. Response Processing  

Supplier will retrieve the related holdings and Reseller Client holder information via API for the requested ISIN and record date.  

Once processed in the Proxymity Platform, the response to the shareholder identification disclosure request will be delivered back to the Issuer or Issuer agent (the appointed agent), (or, in jurisdictions where an issuer is allowed to request the CSD or another intermediary or service provider to collect the information on its behalf, delivered back to such entity designated by the issuer) via the following methods:  

  • SRD2 compliant ISO 20022 message via SWIFTNet FINplus to the response recipient DN derived from the BIC provided by the Supplier 

e. Response Status   

Supplier will receive response status messages via SwiftNet Finplus from the response recipient/issuer agent. The supplier will send the response status message to themselves when the Supplier act as response recipient/issuer agent.   

Proxymity Platform access will be provided to the Reseller Client.

The Supplier will be responsible for validating the legislation initiatives of the issuers domiciled countries where a Disclosure Service is agreed between the Supplier and the Reseller Client. Supplier agrees that no disclosure of client information shall be made in any jurisdiction where the disclosure of the end investor/ultimate beneficial owner’s (UBO) information is not mandated by local law.   

To the extent that the Supplier receives a shareholder identification request for securities issued by an issuer in any such jurisdiction, the Supplier shall reject such request to the requestor, with an explanation that disclosure of the end investor/ultimate beneficial owner’s information is not mandated. The Supplier will inform the Reseller Client about rejections on the day the requests are rejected. The Supplier shall keep a record of all such requests received and rejections.  

For any jurisdiction that has implemented a de minimis threshold for the right of an issuer to request shareholder identification, Supplier agrees that no disclosure of client information under such threshold shall be made.  

As of the date hereof, the following jurisdictions have implemented a de minimis threshold:  

  • Austria: 0.5%  
  • Cyprus: 0.5%  
  • Estonia: 0.5%, if identification is requested from holders of nominee accounts.  
  • Italy: 0.5%  
  • Netherlands: 0.5%  
  • Slovakia: 0.5%  

Any changes or additions to this list will be triggered by the Supplier and communicated to the Reseller Client.  

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