Proxymity Shareholder ID – Service Description for issuers

These Terms and Conditions apply to the provision, by Proxymity Limited (3rd Floor, Waverley House, 7-12 Noel Street, London, United Kingdom, W1F 8GQ, “Proxymity”), of access and use by a customer (“Customer”) of Shareholder ID, the shareholder disclosure solution on the Proxymity Platform (“Shareholder ID”), pursuant to the Shareholder Rights Directive II (“SRD II”).

Access to Shareholder ID shall be granted following written acceptance by Proxymity of an Order (the Commencement Date), and in accordance with the terms thereof. 

Customer shall be allowed access to Shareholder ID and the Proxymity Platform in accordance with these Terms and Conditions. Proxymity shall use its reasonable endeavours to ensure that the Proxymity Platform is continuously available to Customer during the terms of any Order, and may, to the extent required to perform any maintenance on the Proxymity Platform and without any liability, suspend Customer access to the Proxymity Platform (or any part thereof) from time to time, provided that Proxymity shall: (a) unless otherwise agreed in writing, carry out planned/routine maintenance on Saturdays and Sundays; (b) unless otherwise agreed in writing, not carry out planned/routine maintenance on any day on which a disclosure event is scheduled to take place; and (c) use reasonable endeavours to limit the extent and duration of any suspension.

4.1 Requests  

  • 4.1.1 Proxymity will receive and authenticate shareholder identification disclosure (“SID”) requests received on behalf of Customer via the Platform.  
  • 4.1.2 Subject to Section 5.1.3 below, requests received and authenticated will be sent for processing (a) on the day of receipt if received by 4pm CET, and (b) by 10am CET on the next business day, if received after 4pm CET. 
  • 4.1.3 Customer acknowledges that an intermediary may require Proxymity to complete a pre-approval process before Proxymity can initiate a request which may result in a delay in the timescales provided in Section 5.1.2 above. Proxymity shall at all times ensure that it initiates requests as soon as reasonably practicable once any pre-approval process has been completed.  

4.2 Responses/SLA 

  • 4.2.1 Responses received in Compliant Format (‘compliant messages’), will be processed in real time and made available to Customer via the Platform.  
  • 4.2.2 Responses not received in Compliant Format (‘non-compliant messages’) will be uploaded to the Platform by Proxymity on a best-efforts basis. 
  • 4.2.3 Proxymity will identify intermediaries who have not responded to the disclosure request and attempt to solicit responses on a best efforts basis. 
  • 4.2.4 Data will be made available to the Customer via the Platform in three reports: 
    • (a) Raw Data report, including all data received from compliant and non-compliant messages; 
    • (b) End Investor report, including all shareholders identified as an end investor. 
    • (c) Analytics report, highlighting key aspects of the disclosure.