In each relevant market listed in the applicable schedule of a Customer’s work order Proxymity will provide it’s Customer with products and services as specified in the description below.
a. Vote Connect Total – Event Sourcing
Proxymity will source Issuer meeting announcements for all equitiesvia the following methods:
- Directly using its own personnel and directly via the Proxymity Platform, for connected Issuers/Issuer agents.
- The local market CSD or Gazette where proactive notification is provided by SWIFT ISO 15022/20022 messages
- Other trusted sources / providers
b. Vote Connect Access – Event Sourcing
Proxymity will source issuer meeting announcements for all equities via the following methods:
- The local market CSD or local Sub-custodian appointed by you the Customer
- Local Stock Exchanges
- Official announcement channel within market
- Issuer Website
- Other voting providers
c. Meeting Announcement– All Product Tiers
Once a meeting has been sourced and created in the platform via the methods outlined above, Proxymity will send announcements to the recipients specified by its customer via the following methods as soon as possible and for SRDII eligible markets at least within the permitted timeframes within the SRD II implementing regulation:
- The Proxymity Platform
- Connected vote advisory agent platforms (such as ISS)
- SRD II and SMPG compliant SWIFT ISO 20022 messages, via Proxymity BIC to either to the Customer for onward delivery from their own BIC or directly as instructed by the Customer to End Users
- Adapted SWIFT ISO 15022 messages, via Proxymity BIC either to the Customer for onward delivery from their own BIC or directly as instructed by the Customer to End Users.
- Adapted Email, via Proxymity to recipients as specified by the Customer.
The Customer will provide to Supplier an account holder file outlining the announcement delivery preferences which will include meeting notification methods and addresses for each account active in the service.
Proxymity will apply the Customer deadline at an intermediary level based off an offset calculation against the market deadline or registration deadline
All meeting notifications generated as part of Proxymity’s product, will meet the SRD2 directive timeframes or other relevant timeframes if specified by local market regulation.
Any meeting announcements which are in a language other than English will be initially in the foreign language. Proxymity will translate the announcement and will send out an updated notification to all holders in English once translation is completed.
d. Ballot Creation \ Confirmation of entitlement – All Product Tiers
For each meeting created, a voting ballot will be created in the Proxymity Platform for each safe keeping account received from the Customer in the relevant security, based on the entitled position reported in Customer’s holdings feed.
For each account electing to receive SWIFT ISO 20022 messages, an additional confirmation of entitlement message will be provided for each ballot created. This will be based on announcement delivery preferences provided by Customer.
e. Vote Connect Total & Vote Connect Access Products – Vote Processing
Proxymity will automatically process voting submitted by Customers or Clients of Customers (as specified and allowed by the Customer), together defined as Voters, via the following methods:
- The Proxymity Platform user interface
- Connected Vote Advisory agent platforms (such as ISS)
- SWIFT ISO 20022 messages, forwarded to Proxymity’s SWIFT BIC from the Customer BIC
If the Voter sends an instruction which is missing data that is required at a market level, i.e. beneficial owner information, Proxymity will still load the vote into the platform as it was provided by the Voter. Proxymity will not perform any market level validations. If the missing data creates a rejected vote then the status of the vote in the platform will be reflected in the user interface or notified via Swift ISO message to the end user depending on their message delivery preferences.
Any vote instructions sent to Proxymity by a Client of its Customer via non-machine-readable formats such as MT599 or fax will not be processed by Proxymity operations.
Proxymity will provide the Customer with the ability to load these vote instructions directly into the Supplier platform via the user interface, or by uploading a file in a specified format that Proxymity will share via its’ Customer Service team.
f. Vote Connect Total Product – Vote Execution
Once Voting has been received and processed by Proxymity, it will be executed locally as soon as possible, and no later than the market deadline via the following methods:
- Proxymity personnel and the Proxymity Platform, instantly and electronically for connected issuers
- Legacy local market issuer agent/CSD platforms
- Other accepted legacy channels for execution, such as paper voting card, email and fax.
- For cross border securities, Proxymity will identify and utilise the execution method provided for cross border holders by the issuer, where available.
Where additional legal documentation such as Power of Attorney’s (POA) are required to execute voting in a given market, Proxymity will notify the Customer. If the POA is missing within the vote and this creates a rejected vote then the status of the vote in the platform will be reflected in the user interface or notified via Swift ISO message to the end user depending on their message delivery preferences.
g. Vote Connect Access Product – Vote Execution
Once Voting has been received and processed by Proxymity, it will be executed to the external local Subcustodian appointed by the Customer via the following methods:
- SWIFT ISO15022 or ISO20022 voting instructions
- A vote file generated and/or sent in a pre-agreed and compliant format containing an aggregation of votes received, processed and validated by Proxymity. (Vote File Report)
In the event a vote is loaded in the Proxymity platform and then cancelled prior to the generation of the Vote File Report, it will not be included in the report generated., If a vote was cancelled and replaced with a new vote instruction then the report will flag the latest current status (not prior or cancellation status).
Proxymity will provide details of the vote instruction as it was received. If an instruction was received without specific beneficial owner data, these will be blank within the report. It is the Customer’s responsibility to either reach out to the Voter or to obtain the additional information required to execute the votes.
Any free text that is included in the additional text (ADTX) section of an MT565 (SWIFT ISO15022 message), will be included in the vote file generated on behalf of or for the Customer.
Proxymity will include a URL link to the original SWIFT that was received for each vote instruction within the vote file to give additional visibility to the Customer user.
Proxymity will provide confirmation of receipt and processing for all votes processed on behalf of the Customer via the following methods:
- The Proxymity Platform, for Customer’s clients voting via the Proxymity Platform user interface.
- SWIFT ISO 20022 Confirmation message, via Proxymity BIC either to the Customer for onward delivery from their own BIC or directly as instructed by the Customer to End Users
- SWIFT ISO 15022 Confirmation message, via Proxymity BIC either to the Customer for onward delivery from their own BIC or directly as instructed by the Customer to End Users
Proxymity will capture Vote Execution confirmation requests from the following channels:
- A SWIFT ISO20022 seev.004 vote instruction
- Via email only if the Customer’s client associated to the account is connected to Proxymity directly or via the ISS Proxy Exchange platform.
a. Vote Connect Total Product – Post Meeting Vote Execution Confirmation
Proxymity will include post meeting vote execution confirmation requests received from Customer’s clients in vote executions sent electronically to connected issuers/issuer agents/CSDs.
Upon receipt of the vote execution confirmation, the Proxymity platform will update the vote status from pre-confirmed to confirmed and systematically send a seev.007 to the sender of the vote instruction stating that the votes were processed and counted at the meeting.
b. Vote Connect Total AccessProduct– Post Meeting Vote Execution Confirmation
If the Customer has appointed an external local Subcustodian the Supplier will include the request for a Post Meeting Vote Execution Confirmation in the SWIFT ISO20022 vote instructions
If the vote instruction was received via SWIFT 20022, the Proxymity platform will systematically send a seev.007 to the sender of the vote instruction stating that the votes were processed and counted at the meeting.
In instances where Proxymity receives meeting results directly from connected issuers/issuer agents/CSDs/local Subcustodians appointed by the Reseller Client or, Proxymity operations will update the meeting results in the Proxymity platform.
In instances where Proxymity does not receive meeting results directly, Proxymity will pro-actively solicit meeting results from the Issuer and Proxymity operations will update the meeting results in the Proxymity platform.
The Proxymity platform will display the Meeting Results in the user interface and systematically send the relevant SWIFT ISO20022 Seev.008 or ISO 15022 MT568 in line with the message delivery conditions received from the relevant Client of the Reseller Client .
The functionalities include the ability to:
- Oversee all announcement, voting activities processed by Proxymity on behalf of Customer.
- Review and rectify exceptions.
- Update statuses of voting instructions
- Upload voting for processing in compliant formats.
- Manually enter voting on an individual per account basis.
- Run reports and data extracts on Voting activities
- Where Services are delivered via the Proxymity Platform, access to the Proxymity Platform shall be provided via a secure login and shall incorporate a graphical user interface (“GUI“).
- Supplier will provide Customer with the relevant investor’s Company ID in order for the Customers accounts to be linked to ensure the ballots for said accounts are visible only to the relevant institution.
- Customer will be provided with access to the Proxymity Platform GUI where deemed required. Supplier will grant access permission to account and functionalities in accordance with the Master Service Agreement.
- As per instruction from the Customer, Supplier will link institutional investors to their vote advisory agent connected in Supplier’s platform.
- Supplier will maintain the Proxymity Platform and provide support and maintenance services to Customer, as detailed in the Master Service Agreement.
- Supplier hereby confirms that the Services shall be delivered from the agreed location(s).