Implications of SRDII

Companies domiciled in EU/EEA and whose shares are listed for trading in a regulated market place in a member state fall under the jurisdiction of SRDII. In the Finnish context, SRDII applies to nominee registered holdings.*

The SRDII requirements for Euroclear Finland are related to our existing general meeting services and to a new service, through which the equity issuer can identify its nominee-registered shareholders. Below you will find more detailed descriptions of these services. 

If an equity issuer wishes to hold a general meeting during the autumn and  publish the notice to general meeting after 3 September 2020, we kindly ask the company to contact Euroclear Finland prior to publishing the notice. This will enable us to ensure that the changes mandated by the SRDII will be taken into account. 

*SRD 2007/36, SRD 2017/828, Implementing Regulation 2018/1212  


General meeting

SRDII mandates an electronic flow of information between the equity issuer and the beneficial shareholder. Euroclear Finland has introduced new services in its offering to facilitate the requirements of SRDII. General meeting messages built by SWIFT play a key role in this. They speed up and enhance the delivery of general meeting information in the custody chain. In Finland, these messages are deployed for nominee-registered shareholders, whose custodians can receive and send SWIFT messages. The messages cover the entire life span of the meeting, from notice to dissemination of meeting results. Registration to temporary shareholder list and voting instructions are also delivered with messages through the custody chain.

 

SRDII requirements introduced the following changes to equity issuers:

  • Delivering general meeting notice and other information to Euroclear Finland in an agreed format 
  • Confirming the voting instructions to shareholders after the meeting, either directly or via a Euroclear Finland service
  • Reporting of meeting results to the shareholders via a Euroclear Finland service.  

For owner-registered shareholders, the Euroclear Finland general meeting services for registration and onsite will remain as is. There are no changes to the general meeting timeline either. The scope of SRDII are the listed companies, but Euroclear Finland’s general meeting services and the new functionalities are available to all equity issuers. 

SRDII requirements introduced the following changes to depository participants:

  • Euroclear Finland informs about an upcoming general meeting by a SWIFT message based on the information received from the equity issuer
  • General meeting information is conveyed through the custody chain with SWIFT messages
  • Registrations and voting instructions are received via custody chain and delivered to Euroclear Finland
  • Confirmation of voting instructions and meeting results conveyed through the custody chain with SWIFT messages

General meeting timetable


General meeting process for nominee registered holdings

Equity issuer contacts Euroclear Finland prior to publishing the general meeting notice, agreeing on the required services and information transfer to Euroclear Finland.

1. General meeting notice

Listed companies send a general meeting notice to Euroclear Finland. The notice has to be delivered simultaneously with the stock exchange release. The agenda of the meeting is a mandatory part of the notice, as it is necessary for the delivery of the voting instructions. In addition to agenda items, the following information is required from the equity issuer:

  • Can an agenda item be voted on 
  • What are the voting options
  • Is a vote binding or advisory.

Non-listed companies have to disclose at least the basic information, such as the meeting date and the record date. 

2. Storing and conveying the information

Euroclear Finland stores the general meeting information in its system and informs its depository participants about the meeting with a SWIFT message.

Depository participants convey the information about the general meeting in the message format to their clients.

3. General meeting instructions for nominee registered shareholders

On behalf of their clients, depository participants deliver instructions for the general meeting to Euroclear Finland. A shareholder’s instruction may include:

  • Registration to the temporary shareholder list
  • Registration to the general meeting
  • Voting instructions per agenda item
  • Request to confirm the votes after the meeting

Voting instructions can be delivered via SWIFT messages only, if the general meeting information contains the agenda items. Registrations and voting instructions can be sent until the deadline mentioned in the meeting notice.

 

In addition to messages, Euroclear Finland will at least in 2021 still support the current method, in which depository participants deliver registrations to temporary shareholder list in a separate file format. Furthermore, it is still possible to send voting instructions in a csv file. 

4. Temporary shareholder list 

When the registration period is over, Euroclear Finland creates a temporary shareholder list based on information provided by the depository participants and delivers it to the equity issuer. 

5. Preparations for the general meeting

When the company is using Euroclear Finland general meeting service at the meeting venue, Euroclear Finland will make the necessary preparations by transferring the temporary shareholder list and voting instructions to the meeting venue solution, just as we currently do. 

6. Confirmation of the sending of voting instructions

After the general meeting, the equity issuer confirms the results of the meeting to Euroclear Finland, which confirms it to depository participants via SWIFT messages

  • confirmation on execution of votes
  • meeting results per resolution

Depository participants convey the messages to their clients. Our service enables the procedure according to Limited Liabilities Company Act chapter 5 paragraph 23 a.

Benefits from general meeting messages

  • Communication by standardized messages is a reliable, cost efficient and fast way to pass on information in the custody chain
  • Information about a general meeting is conveyed via all Euroclear Finland depository participants in the same identical message, as information is based on the meeting notice Euroclear Finland has received from the equity issuer
  • Custodians in different markets use the same standardized and harmonized messages. 
  • Meeting registration becomes faster and more efficient, when diverse market practices can be discontinued
  • Nominee registered shareholders can participate and vote more easily in general meetings, as the registration process becomes more efficient.

SRDII compliant general meeting process for nominee registered shareholders


Shareholder identification

SRDII grants equity issuers a right to identify their nominee registered shareholders. In practice this is done by the issuer sending a request to Euroclear Finland, which passes it onto depository participants. They in turn send the request down the custody chain. Every custodian in the chain has to respond to the request. The request is singular by nature; the equity issuer will initiate the request when it sees it necessary.

Euroclear Finland service

The equity issuer sends the request for shareholder identification to Euroclear Finland on a form provided. 

Euroclear Finland stores the information it its system, which sends the request via a SWIFT-message to depository participants, which then respond by sending the ownership information from its nominee registered accounts for the equity in question. If the depository participant does not have information about the beneficial shareholder, it will pass the request onto the next custodian in the chain. The next custodian will do the same: Sends information about those shareholders it is aware of and if necessary, passes the request on. The request is passed on until a custodian sends information about the beneficial shareholder. 

 

Ownership information request must contain the following details:

  • The ISIN code of the equity 
  • Record date, the date whose status the custodians report
  • Information about the recipient of response messages (Euroclear Finland or another party appointed by the equity issuer)
  • The deadline for responses

The equity issuer can additionally request information about the date from which the shares have been continuously owned. The Finnish law does not permit to set a threshold below which this information would not need to be reported. Therefore, all holdings would have to be reported. 


Ownership identification in the custody chain


Euroclear Finland receives reply messages and compiles a report in csv file format. The report contains information about beneficial shareholders:

  • Name and identifier of the shareholder
  • Address
  • Number of shares
  • Type of ownership: beneficial shareholder
  • Information about the custodian who sent the data.

We advise to set the deadline for replies two weeks ahead of the register date especially in the beginning, in order to give adequate time for custodians to reply and pass the request on in the custody chain.  

Euroclear Finland receives responses only in message format. Messages can be received from anyone in the custody chain, given that the custodian has implemented the messages. We do not support any other means of delivering the data. Euroclear Finland does cannot take responsibility for getting every custodian in the chain to reply to the request.

The equity issuer pays for the service in accordance to Euroclear Finland tariff list, based on the number of reply messages and the number of reported beneficial shareholders. Custodians also have a right to charge their own fees. 

We are happy to discuss about the content of the service and give an estimate of Euroclear Finland prices before sending the request.  

Please contact:
commercial.finland(at)euroclear.eu