SRDII

ESES General Meeting Service

Webinar Presentation

7 November 2019

Objective of the webinar

•Present future SRDII ESES General Meeting Service

•High level information based on common

understanding of SRDII requirements

•Subject to amendments due to

► Local SRDII transpositions in ESES markets & foreign markets

linked to ESES

► Publication of updated GM standards

► Further detailed analysis and market consultations

2

SRD2 for General Meetings

ESES value proposition

3

Custody Chain

InvestorIssuer

4

SRD II for General MeetingsWho are the actors ?

First

intermediary Intermediaries

Last

intermediary

Issuers Intermediaries

General Meetings

information

Transmit to first intermediary

information required for the

exercise of shareholder

rights, including meeting

notifications and agenda

Transmit GM information to

the next intermediary

Facilitate

exercise of

shareholders

rights

Provide post-meeting

confirmation of counting of

vote, if requested by the

shareholder

Facilitate the exercise of

shareholder rights, including

the right to participate and

vote in general meetings

SRD II for General MeetingsWhat are the duties of issuers & intermediaries ?

Custody Chain

1. Notice

2. Entitlement

3. Notice of participation

4. Voting receipt

5. Confirmation

of counting

Notification date

Record Date

General meeting date

Investor

Issuer

6

SRD II for General MeetingsWhat are the main flows?

SRD II requirements for general meetingsOverall picture

Issuer/Agent

Issuer CSD

GM notice going down the chain of intermediaries

Votes sent to the issuer along the custody chain (or,

depending on market practice, may locally be routed

directly to the issuer)

Shareholder

Shareholder Shareholder Shareholder

Shareholder

SRD2 for General Meetings

ESES value proposition

8

ESES General meeting service

Our objectives

Ensure compliance of ESES CSDs in their main roles in the context of GM services

Issuer CSD (First intermediary)

Investor CSD (Intermediary in the chain of holding)

Last intermediary (for own account holdings)

Help ESES clients reach compliance with SRDII

Offer a reliable GM service

In line with standards & ESES markets requirements

Answering needs of ESES issuer/agents and intermediaries

Service Scope

•Which securities ?

► Securities that comply with SRD criteria– issued by companies with registered office in the EEA (European

Economic Area)

– admitted to trading on a regulated market in the EEA

► Primarily issued in one of the ESES CSDs (FR, BE, NL) or

► Held by an ESES CSD with a foreign CSD– direct link with the issuer CSD or

– relayed link through Euroclear bank

•To whom the service will be offered ?► ESES Issuers/Agents

► ESES Intermediaries

10

Service Scope

•Which services ?► The service will cover all core requirements foreseen by SRDII

– Meetings announcements

– Voting & Entitlement

– Confirmation of counting

•Platform & Connectivity► Dedicated platform (leveraging ESES new Asset Servicing platform)

► STP channel

– ISO 20022 formats

– Through Swift & BT Radianz

► EasyWay Screen

► EC4S (issuers/agents)

► Dedicated reports / tools (in some cases)

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Issuer Agent

Euroclear

Interm. 2Interm. 1

Issuer CSD or

Euroclear Bank

Domestic ESES Securities

FR, BE, NL

Meeting Notice

Meeting Notice +

EntitlementVote

Vote

ESES General meetings service

Overview

Foreign securities

eligible in ESES

Announcement Voting Confirmation

ESES General meetings service

Covering all GM lifecycle

14

Announcement

CA form

Issuer / Agent

ESES Intermediaries

Intermediaries

can view

Notifications on

Easyway screen

ISO20022

orServices

► Notifications sent based on your positions

► Including key dates and resolutions

ESES

Connectivity

► Issuers:

► ISO20022

► CA Form on EC4S

► Intermediaries:

► ISO20022

► Easyway screen

ESES General meetings serviceMeeting notice

ISO20022

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Validation & Balance check

Communication with Issuer /

Agent

Voting Breakdown Report

Issuer/Agent

ISO20022

Or input / Upload

via EasyWay screen

ESES General meetings serviceVoting

Vote ReceiptEntitlement

ESES Intermediaries

VotesISO20022

Services

► Voting

► Entitlement

► Vote transmission to issuers/Agents

► Dedicated voting report to the issuer/agent

Connectivity

► Issuers/agents

► ISO20022

► Dedicated VBR

report

ESES

► Intermediaries

► ISO20022

► EasyWay screen

(input or file upload)

16

Feedback on the Voting Breakdown Report

Trigger Vote execution confirmation

2 options offered to the issuer/agent

ISO20022

Issuer/Agent

Vote execution Confirmation

ISO20022 Easyway

or

Next Intermediary

ESES General meetings serviceConfirmation of counting

ESES

Service

► Confirmation received from

issuer/agent if requested by the

investor

► Sent to the intermediary that sent the

vote to ESES

Connectivity

► Issuers/Agents

► ISO20022

► Feedback on VBR (upload on

EasyWay reporting)

► Intermediaries

► ISO20022

► Easyway screen

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Foreign securities specifics

• ESES CSDs will interact with foreign issuer CSDs and Euroclear Bank

► To receive meeting notifications and forward

them to ESES clients

► To route the votes of ESES clients towards the foreign local market

•Overall, interaction and connectivity between ESES CSDs and their

participants will be the same as for domestic securities, subject to

► Specific instructions deadlines

► Specific processes to comply with local rules

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Vote processing

•The ESES CSDs will comply with GM standards and local market practices

in the vote processing, adapting to the different patterns, eg.

► Capacity to send votes to the issuer/agent on a continuous basis

► Managing the change of positions (via cancel / replace vote

instructions)

► If blocking is applied by our depositary on foreign equities, we may

block the positions of ESES participants

Secured

solution

Multiple

connectivities

(STP solutions,

Screen,…)

Interoperable

Comprehensive

service

SRD

Compliant

Easy

onboarding

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To concludeMain benefits of ESES SRD General Meetings Service