Corporate Actions: Nature, Types And Entitlement

1. Corporate Actions: Nature, Types And Entitlement Fabian Banchiero, VP and Regional Manager Latin America & Caribbean Division October 27, 2005 1

2. Corporate Actions: The Main Custodian Workload And Risk • Why is it an issue ? • General flow • Definition and volumes • Possible event types • Computation of entitlement • The proposed matrix • most frequent and cumbersome events • Record and ex-date. Is 15022 the solution ?

3. Corporate Actions: Why Is It An Issue ? • The main operational risk linked to: • Global securities position (not individual entries) • Complex timetable, with no international standard • Multiple dead lines along the chain • Clarity of notification : type, wording , language • Lack of STP due to numerous possibilities • Lack of rules regarding dates • A cumbersome, risky and manual process highlighted in all market WGs: Giovannini rule 3, G 30 rule 8…etc...

4. Corporate Actions: General Flow Client Clients of Client Custodian Issuing Company VendorCarrier Domestic/Foreign Reg. Central Bank Sub Custodian Central Depositary Tax Authorities

5. Corporate Actions: Definition And Volumes • Definition: any event of any interest potentially involving existing holders of a securities, with or without impact on securities or cash position. i.e.: no precise and agreed definition • U.S. Definition: A change to the capital structure or the financial organization of a company that results in a change to the securities of the company. • Main issuers/issues : still Governments and public companies • Equities: 50,000 worldwide for USD 37 billion. Latin America- 5%; Europe- 10% • Bonds, MMI and short term instruments : near to 10,000,000 different issues for $44 billion. Latin America- 1-2%; Europe- 10%. More on specific instruments. • From 100,000 to 1,000,000 events a year to monitor for a large Custodian : if no automation ==> no efficient deliveries • Equities often more complex/risky to handle than bonds • Using mainly, not only, manual process : far from 100% STP

6. Corporate Actions: Possible Event Types • An huge number of possible combination with new types of events created every year. Example : Tax treatment as client election. • Depending on : • Issuers decisions ex : dividend payment • Issuer bylaws ex : disclosure • Investor decision ex : class action, squeeze out • Markets decisions, ex : market split, de-listing, active... • Third party decision ex : hostile take over • Legal and regulatory ex : meeting, bankruptcy, tax

7. Corporate Actions: Possible Event Types • With minimum 218 possibilities (more than 200,000 types) • with old securities Y/N ex : merger • with new securities Y/N ex : rights • with new shareholder Y/N ex : subscription • tradable/not tradable Y/N ex : odd lots, rights • with cash Y/N ex : income • with tax on cash Y/N ex : redemption of ZC • with Tax on Securities Y/N ex: stock div • with sec client election Y/N ex: right issues • with cash client election Y/N ex : currency option • with restrictions/exclusion Y/N ex : US investors • with entitlement limits Y/N ex : privatization • with dead line Y/N ex : convertible, warrants • with prior-announcement Y/N ex : hostile bid

8. Spreading Clear Information All Along The Chain Issuer Investor From simple situation... …to pure nightmare Registrar Paying agent Data Vendors Tax Authorities Issuer Central Depo sub custo global cus client clients CB B/S Same entitlement rules and time table

9. Computation Of Entitlement: Rules Depend On Regulation Issue : define an entitled position in the book of the Custodian What if…..? Event date Actual settlement date Trade date ex date time Contractual settlement date Record date Announcement date What if…..? When does transfer of ownership and entitlement occur ?

10. Computation Of Entitlement: Rules Depend On Regulation • In other words : when and for which positions does transfer of ownership and related entitlements occur for positions • settled • to deliver • to receive • registered/out for registration • on loan/borrowed/collateral/pledge • An example on the French market for the most frequent Equity event : general ordinary and extraordinary meetings • announcement is done 1 month before event • entitlement is blocking of shares, settled positions, 5 days before meeting if the share is bearer (99% of listed Equities) for any Traded positions • or any traded (i.e. post trade date) positions recorded in issuer book for registered securities . No blocking of position. Issue : non domestic custodian do not monitor registration.

11. Corporate Actions: The Matrix To Build Up BE CH DE DK EI ES FI FR GB GR IT LU SE SP PT ACTV ATTI BIDS BONU BPUT BRUP BSPL CAPG CHAN CLSA CONS CONV ……. ... …etc… 100 event types Main common issues • Unclear scope of Corporate Event (ex: EU class action) • Taxable income • Meetings-proxy • Restrictions and disclosures • Standard timeframe for any event • Computation of entitlement = ownership and record date

12. Corporate Actions: Frequent Events • Focus on 3 frequent events: more than 80% of events • Taxable income and related processes • With or with out currency option • With or without stock option (optional div) • With withholding tax or reclaim • With certification, i.e. non-us certification • Redemptions • Meetings : lot of issues around proxy due to lack of agreement on record date entitlement

13. Corporate Actions: record and ex-date • Is harmonization of ex date and record date a priority for CA STP processing ? • Record date is linked to registration and rules for transfer of ownership. Record date does not exist everywhere. • Is 15022 FIN the answer, or migration to XML necessary ? • If vendors are on SWIFT, could we envisage any changes ? • Dematerialization could be the first long term target to achieve if it clarifies transfer of ownership ?

14. Corporate Actions at BNY 14

15. Corporate Actions - Market Players Central Bank IssuingCompanies Tax Authorities Data Vendors Sub-custodians Central Depository - Access to CB/CD - Market Info - Notice of Event - Projections - Instructions Chasing and Processing - Booking and Reporting - Proxy Voting BNY Global Custodian - Market Info - Notice of Event - Projections - Instruction Chasing and Processing - Booking and Reporting - Brokerage Clients of BNY’s Clients BNY’s Clients

16. Corporate Actions - Mission (Information Management) Information Sources Notification Local custodians Third Party Custodians Vendors Corporate Action Notification System SWIFT (MT564) Fax INFORM iCANS

17. Corporate Actions - Mission (Information Management) • Notifications: What? • All information on: • Corporate events (mandatory - elective) • Redemptions (partial - early - drawings)

18. Manual Automatic Corporate Actions - Mission (Information Management) • Notifications: When? • Upon announcement : Preliminary • On ex-date: Interim definitive / Definitive • Client deadline -2: Reminder • Client deadline: Reminder

19. Corporate Actions - Mission (Information Management) Notifications: To whom? • Holder • Pending receipt • New Holders

20. Corporate Actions - Mission (Information Management) • Notifications: How? • Standardized - use of templates • Highlight options for elective events

21. Corporate Actions - Mission (Instruction Management) Instructions Receipt • Communication • iCANS • SWIFT (MT 565, 599) • Fax • Format • ISIN, sec. description, account number, event number, entitled position, option • Standing Instructions

22. Corporate Actions - Mission (Transaction Management) • Transactions Reporting • How? • INFORM • SWIFT (MT 566) • Fax • What? • Pending Corporate Actions reporting • Settled Corporate Actions reporting

23. iCans- Interactive Corporate Action Notification System • Mainframe application related to BNY Corporate Action Services for Global custody clients accessible via BNY’s mainframe. • Clients can: • Receive CA notifications electronically • Receive intra-day notification updates • Receive a consolidated notification for all accounts holding a position at same sub-custodian • Send authenticated electronic responses • Instructions processed real-time and STP • Create special instructions • Track status of responses • Override standing instructions • Choose several authorization levels • Reduce processing risks